the wendy’s company notice of 2018 annual …...the 2018 annual meeting of stockholders (the...

The Wendy’s Company®

Notice of 2018 annual meeting of stockholders & proxy statement

The Wendy’s CompanyOne Dave Thomas BoulevardDublin, Ohio 43017(614) 764-3100

April 20, 2018

Dear Fellow Stockholders:

We are pleased to invite you to join us at the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) ofThe Wendy’s Company (the “Company”) on Tuesday, June 5, 2018 at 10:00 a.m. (EDT). The Annual Meeting willbe held at the Thomas Conference Center located at the Company’s corporate offices at One Dave ThomasBoulevard, Dublin, Ohio 43017. The Board of Directors and management hope that you will be able to attendthe Annual Meeting.

The business to be conducted at the Annual Meeting is described in the Notice of 2018 Annual Meeting ofStockholders and Proxy Statement. We also look forward to reporting on the Company’s 2017 performance,plans for continued global growth and driving stockholder value and other corporate endeavors.

We encourage you to participate in the Annual Meeting. Please refer to the Proxy Statement for informationregarding attendance and admission requirements. Also, whether or not you plan to attend, it is important thatyour shares be represented and voted at the Annual Meeting. Please promptly cast your vote by completingand returning your proxy card in the enclosed envelope or to the address indicated on your proxy card or votinginstruction form. You may also cast your vote by telephone or via the Internet as described in the instructionsincluded with your proxy materials. If you attend the Annual Meeting and wish to vote your shares in person,you may revoke your previously submitted proxy as explained in the Proxy Statement.

Thank you for your continued support and investment in The Wendy’s Company.

Sincerely,

TODD A. PENEGORPresident and Chief Executive Officer

NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERSTuesday, June 5, 2018, 10:00 a.m. (EDT)

The 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of The Wendy’s Company (the “Company”) will beheld on Tuesday, June 5, 2018 at 10:00 a.m. (EDT) at the Thomas Conference Center located at the Company’scorporate offices at One Dave Thomas Boulevard, Dublin, Ohio 43017.

ITEMS OF BUSINESS

At the Annual Meeting, you will be asked to:(1) Elect 11 directors to hold office until the Company’s next annual meeting of stockholders;(2) Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting

firm for 2018;(3) Vote on an advisory resolution to approve executive compensation; and(4) Transact such other business as may properly come before the Annual Meeting or any adjournment or

postponement thereof.

RECORD DATE

The record date for the Annual Meeting is April 9, 2018. Only holders of record of shares of the Company’s commonstock at the close of business on the record date are entitled to vote on all business transacted at the Annual Meeting orany adjournment or postponement thereof.

VOTING YOUR PROXY

Your vote is important! Stockholders are cordially invited to attend the Annual Meeting. Whether or not you plan toattend, please promptly complete and return your proxy card in the enclosed envelope, or submit your proxy bytelephone or via the Internet as described in the instructions included with your proxy card. You may vote in person ifyou attend the Annual Meeting.

ANNUAL MEETING ADMISSION

Admission to the Annual Meeting will be by admission ticket only, and you will also be required to present a validgovernment-issued identification and valid proof of stock ownership as of the record date. If you are a registeredstockholder (i.e., your shares are held in your name), your admission ticket is either your Notice of Internet Availabilityof Proxy Materials (the “Notice of Internet Availability”) or the top portion of your proxy card, whichever you havereceived. If you are a beneficial owner (i.e., your shares are held by a broker, bank or other nominee), your admissionticket is either your Notice of Internet Availability or the top portion of your voting instruction form, whichever you havereceived. In addition, if you are a beneficial owner, you must also provide a legal proxy from the record holder to voteyour shares in person at the Annual Meeting. Please read the Proxy Statement for additional important informationabout Annual Meeting admission requirements.

By Order of the Board of Directors:

E. J. WUNSCHChief Legal Officer and Secretary

April 20, 2018

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholdersto be held on June 5, 2018: This Notice of Annual Meeting of Stockholders, the Proxy Statement

and the 2017 Annual Report to Stockholders are available at www.proxyvote.com.

TABLE OF CONTENTS

Page

PROXY STATEMENT SUMMARY 1

How to Cast Your Vote 1

Voting Matters and Board Recommendations 1

Director Nominees 2

Corporate Governance Highlights 3

2017 Business Performance and Executive Compensation Program Highlights 3

THE ANNUAL MEETING 5

Annual Meeting Details 5

Voting Your Proxy 5

Annual Meeting Admission 5

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 6

PROPOSAL 1 – ELECTION OF DIRECTORS 9

Director Nominee Qualifications and Biographical Information 10

CORPORATE GOVERNANCE 21

Board Leadership Structure 21

Board Membership Criteria and Director Nominations 21

Director Independence 22

Board Committees and Related Matters 23

Attendance at Board and Committee Meetings, Annual Meeting 24

Audit Committee 24

Compensation Committee and Performance Compensation Subcommittee 25

Authority to Delegate 26

Role of Compensation Consultants in the Executive Compensation Process 26

Management’s Role in the Executive Compensation Process 27

Compensation Committee Interlocks and Insider Participation 27

Nominating and Corporate Governance Committee 28

Other Board Committees 28

Executive Sessions of the Board 28

Board’s Role in Risk Oversight 28

Compensation Risk Assessment 29

Code of Business Conduct and Ethics and Related Governance Policies 30

Board’s Role in Succession Planning 30

Board and Committee Evaluations 31

COMPENSATION COMMITTEE REPORT 32

COMPENSATION DISCUSSION AND ANALYSIS 33

Named Executive Officers (NEOs) 33

2017 Executive Summary 33

A Philosophy of Pay-for-Performance 35

Objectives of the Executive Compensation Program 35

Emphasis on Variable Compensation 35

Alignment of CEO Compensation and Company Performance 36

Elements of Executive Compensation 38

How Executive Compensation is Determined 38

Incentive Compensation Performance Metrics 39

2017 Non-GAAP Financial Measures 40

The Wendy’s Company 2018 Proxy Statement i

Compensation Decisions for 2017 40

Base Salary 40

Guiding Principles for Annual and Long-Term Incentive Plans 40

Annual Cash Incentive Compensation 40

Long-Term Equity Incentive Compensation 42

Additional Compensation Decisions 43

Vesting of 2014 Performance Unit Awards 43

Changes to the Executive Compensation Program for 2018 44

Compensation Governance Matters 45

Clawback Provisions in Equity Awards 45

Stock Ownership and Retention Guidelines 45

Anti-Hedging Policy 46

Tax and Accounting Considerations 46

Deferred Compensation Plan 47

Consideration and Frequency of Annual Stockholder Say-on-Pay Vote 47

EXECUTIVE COMPENSATION

2017 Summary Compensation Table 48

2017 Grants of Plan-Based Awards 51

Outstanding Equity Awards at 2017 Year-End 53

Option Exercises and Stock Vested During 2017 55

Employment Arrangements and Potential Payments Upon Termination or Change in Control 56

Pay Ratio Disclosure 60

COMPENSATION OF DIRECTORS 61

2017 Director Compensation 62

EXECUTIVE OFFICERS 64

STOCK OWNERSHIP AND RETENTION GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS 67

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 68

Section 16(a) Beneficial Ownership Reporting Compliance 71

EQUITY COMPENSATION PLAN INFORMATION 72

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 74

Review and Approval of Related Person Transactions 74

Related Person Transactions 74

AUDIT COMMITTEE REPORT 75

PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 76

Independent Registered Public Accounting Firm Fees 76

Audit Committee Pre-Approval Policies and Procedures 76

PROPOSAL 3 – ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 78

OTHER MATTERS 80

Other Matters to Come Before the Annual Meeting 80

Contacting Directors 80

Stockholder Proposals for 2019 Annual Meeting of Stockholders 80

Bringing Stockholder Proposals Before the 2019 Annual Meeting 80

Stockholder Proposals Intended for Inclusion in 2019 Proxy Materials 80

Director Nominations Intended for Inclusion in 2019 Proxy Materials (Proxy Access) 81

Householding of Annual Meeting Materials 81

Annual Report on Form 10-K 81

Contacting the Secretary and Corporate Offices 81

ANNEX A – NON-GAAP RECONCILIATION AND CALCULATION TABLES AND DISCLOSUREREGARDING NON-GAAP FINANCIAL MEASURES A-1

ii The Wendy’s Company 2018 Proxy Statement

The Wendy’s CompanyOne Dave Thomas BoulevardDublin, Ohio 43017(614) 764-3100

PROXY STATEMENT FOR 2018 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT SUMMARY

This summary highlights information about The Wendy’s Company (“Wendy’s” or the “Company”) and certaininformation contained elsewhere in this Proxy Statement for the Company’s 2018 Annual Meeting of Stockholders to beheld on Tuesday, June 5, 2018 at 10:00 a.m. (EDT), and any adjournment or postponement thereof (the “AnnualMeeting”). This summary does not contain all of the information that you should consider in voting your shares, and youshould read the entire Proxy Statement carefully before voting. For more complete information regarding theCompany’s 2017 performance, please review the Company’s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2017 (the “2017 Form 10-K”). References in this Proxy Statement to “2017,” “2016,” “2015” and otheryears refer to the Company’s fiscal year for the respective period indicated.

HOW TO CAST YOUR VOTE

Even if you plan to attend the Annual Meeting in person, please cast your vote as soon as possible in one of thefollowing ways:

Internet Telephone MailVisit www.proxyvote.com. You will need the16-digit number included in your proxycard, voting instruction form or Notice ofInternet Availability of Proxy Materials.

Call (800) 690-6903. You will need the16-digit number included in your proxycard, voting instruction form or Notice ofInternet Availability of Proxy Materials.

Complete, sign and date your proxy cardor voting instruction form and return it inthe envelope provided or to the addressindicated on your proxy card or votinginstruction form.

If you are a beneficial owner (i.e., your shares are held in the name of a broker, bank or other nominee) and plan to attend theAnnual Meeting and vote in person, you will be required to provide a legal proxy from the record holder to vote those shares at theAnnual Meeting. Also, please read the Proxy Statement for additional important information about Annual Meeting admissionrequirements for all stockholders.

VOTING MATTERS AND BOARD RECOMMENDATIONS

BOARD PROPOSALS

BOARD VOTE

RECOMMENDATION

PAGE REFERENCE

(FOR MORE DETAIL)

Proposal 1: Election of 11 directors. FOReach nominee

9

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’sindependent registered public accounting firm for 2018.

FOR 76

Proposal 3: Advisory resolution to approve executive compensation. FOR 78

The Wendy’s Company 2018 Proxy Statement 1

DIRECTOR NOMINEES

The following table provides summary information about the 11 director nominees. Additional information about eachnominee’s experience, qualifications, attributes and skills can be found under the caption “Proposal 1—Election ofDirectors—Director Nominee Qualifications and Biographical Information.”

NAME AGE

DIRECTOR

SINCE OCCUPATION INDEPENDENT

CURRENT BOARD

COMMITTEES (1)(2)OTHER PUBLIC

BOARDS

Nelson Peltz 75 1993 (3) Chief Executive Officer and Founding Partner ofTrian Fund Management, L.P.

CSR*, Executive* 3

Peter W. May 75 1993 (3) President and Founding Partner of Trian FundManagement, L.P.

✓ CI*, Compensation,CSR, Executive,Tech*

1

Kristin A. Dolan 52 2017 Chief Executive Officer and Founder of 605 LLC ✓ Tech 4

Kenneth W. Gilbert 67 2017 Former Chief Marketing Officer of VOSS ofNorway ASA

✓ CSR, Tech —

Dennis M. Kass 67 2015 Former Chairman and Chief Executive Officer ofJennison Associates, LLC

✓ Audit,Compensation

—

Joseph A. Levato 77 1996 (3) Former Executive Vice President and ChiefFinancial Officer of Triarc Companies, Inc.(predecessor to The Wendy’s Company)

✓ Audit,Compensation,Executive, NCG

—

Michelle “Mich” J.Mathews-Spradlin

51 2015 Former Chief Marketing Officer and Senior VicePresident of Microsoft Corporation

✓ Compensation,CSR, Tech

—

Matthew H. Peltz 35 2015 Senior Analyst and Partner of Trian FundManagement, L.P.

CI, CSR, Tech — (4)

Todd A. Penegor 52 2016 President and Chief Executive Officer of TheWendy’s Company

CI, Executive —

Peter H. Rothschild 62 2010 Managing Member of Daroth Capital LLC ✓ Audit,Compensation*,NCG*

—

Arthur B. Winkleblack 60 2016 Former Executive Vice President and ChiefFinancial Officer of H. J. Heinz Company

✓ Audit*, NCG 2

(1) CI: Capital and Investment; CSR: Corporate Social Responsibility; NCG: Nominating and Corporate Governance; Tech: Technology; *CommitteeChair.

(2) It is anticipated that the Board of Directors will determine committee assignments at the Board’s organizational meeting immediately following theAnnual Meeting.

(3) Messrs. N. Peltz, May and Levato have been directors of the Company since September 2008, when the Company commenced its currentbusiness—the ownership and franchising of the Wendy’s restaurant system. Messrs. Peltz and May served as directors of the Company’spredecessor companies from April 1993, and Mr. Levato from June 1996, until September 2008 when Wendy’s International, Inc. merged withTriarc Companies, Inc., the predecessor to The Wendy’s Company.

(4) Following the separation of the water and electrical businesses of Pentair plc into two independent publicly traded companies, which is targeted tooccur on April 30, 2018, Mr. Peltz will become a member of the board of directors of Pentair plc.

2 The Wendy’s Company 2018 Proxy Statement

CORPORATE GOVERNANCE HIGHLIGHTS

The Company is committed to maintaining strong corporate governance practices as a critical component of drivingsustained stockholder value. Our Board of Directors (the “Board of Directors” or the “Board”) continually monitorsemerging best practices in corporate governance to serve the interests of our stockholders. Highlights of our currentgovernance practices are set forth below.

BOARD OF DIRECTORS STOCKHOLDER INTERESTS EXECUTIVE COMPENSATION

• Annual election of directors.• Majority voting for directors in

uncontested elections with directorresignation policy.

• Separation of our Board Chairman andChief Executive Officer.

• Majority independent Board.• Fully independent key Board committees.• Regularly scheduled executive sessions of

non-employee and independentdirectors.

• Over 97% average Board and committeemeeting attendance in 2017.

• Active Board and committee oversight ofrisk management.

• Comprehensive Corporate GovernanceGuidelines and Code of Business Conductand Ethics.

• Annual limit on cash and equity awardsgranted to non-employee directors.

• No stockholder rights plan or “poisonpill.”

• Stockholders have the ability to act bywritten consent.

• Stockholders have the ability to callspecial meetings.

• No supermajority voting requirements.• No exclusive forum selection clause.• Certificate of Incorporation provides

stockholders with a “proxy access” right.• No fee-shifting By-law provisions.

• Annual say-on-pay advisory vote.• Strong pay-for-performance philosophy

with emphasis on at-risk compensation.• Multiple performance metrics in annual

and long-term incentive plans.• Limited perquisites and benefits.• Engage independent outside

compensation consultants.• Clawback provisions in our 2010 Omnibus

Award Plan.• No speculative trading or hedging

transactions.• “Double trigger” required for change in

control equity vesting.• Significant stock ownership and retention

guidelines.

2017 BUSINESS PERFORMANCE AND EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

During 2017, the Company achieved strong operating and financial results and continued delivering on the Wendy’s®

brand promise to Delight Every Customer™ and execute every element of The Wendy’s Way by investing in the qualityof our food and providing great value, exceptional service and an elevated restaurant experience. Led by President andChief Executive Officer Todd Penegor and our senior leadership team, the Company drove significant improvements inthe corporate and restaurant-level economic model, continued to strengthen the Wendy’s franchise system and createdsignificant value for stockholders. We achieved significant year-over-year improvements in our key operating andfinancial metrics, persisted in transforming our brand through global restaurant development and image activation,completed our transition to a predominantly franchised business model and returned $196 million in cash tostockholders through dividends and share repurchases. Through our strong operating results and execution of ourstrategic initiatives, we delivered cumulative total stockholder return of 24% in 2017, 96% on a three-year basis and289% on a five-year basis.

Our executive compensation program is designed to support the Company’s business objectives by linking executive payto individual performance, the Company’s attainment of annual and multi-year operating and financial goals and thecreation of long-term stockholder value. In accordance with our pay-for-performance philosophy, variable (i.e., at-risk)incentives constituted the most significant portion of total direct compensation for 2017 for our Chief Executive Officer(83%) and other Named Executive Officers as a group (71%). (Our Named Executive Officers (“NEOs”) are identifiedunder the caption “Compensation Discussion and Analysis—Named Executive Officers.”)


The primary components of our 2017 executive compensation program are summarized in the table below and furtherdescribed in the “Compensation Discussion and Analysis” in this Proxy Statement.

ELEMENT AT-RISK FORM METRICS PURPOSE

Base Salary No Cash — Attract and retain highly qualified executives byproviding a competitive level of fixed cashcompensation that reflects the experience,responsibilities and performance of eachexecutive.

Annual CashIncentives

Yes Cash • Adjusted EBITDA (60%)• Same-Restaurant Sales

(North America) (40%)

Align executive pay with Company performance bymotivating and rewarding executives over aone-year period based on the achievement ofstrategic business objectives.

Long-TermEquity Incentives

Yes Equity• Stock Options (50%)• Performance Units (50%)

Share Price• Adjusted EPS (50%)• Relative TSR (50%)

Align the interests of executives with the interestsof stockholders and retain highly qualifiedexecutives by motivating and rewardingexecutives to achieve multi-year strategic businessobjectives. Create a direct link between executivepay and the long-term performance of ourCommon Stock.

Consistent with our executive compensation philosophy, the base salaries, target total cash compensation and targettotal direct compensation of our senior executives for 2017 fell within a competitive range of market median, in theaggregate. The Company’s strong operating and financial performance in 2017 supported an annual cash incentivepayout at 109.0% of target, prior to adjustment for individual performance for executives other than the Chief ExecutiveOfficer.

We encourage you to read the “Compensation Discussion and Analysis” in this Proxy Statement for a detailed discussionof how our executive compensation program was designed and implemented in 2017 to achieve our overallcompensation objectives. Stockholders should also review the “2017 Summary Compensation Table” and other relatedcompensation tables, notes and narratives in this Proxy Statement, which provide detailed information regarding thecompensation of our NEOs for 2017.


THE ANNUAL MEETING

ANNUAL MEETING DETAILS

The accompanying proxy is being solicited by the Board of Directors of The Wendy’s Company in connection with theCompany’s 2018 Annual Meeting of Stockholders to be held on Tuesday, June 5, 2018 at 10:00 a.m. (EDT) at the ThomasConference Center located at the Company’s corporate offices at One Dave Thomas Boulevard, Dublin, Ohio 43017, andany adjournment or postponement thereof. Directions to the Annual Meeting are available on our website atwww.wendys.com/who-we-are. This Proxy Statement and an accompanying proxy card will first be mailed tostockholders, or made available to stockholders electronically via the Internet, on or about April 23, 2018.

VOTING YOUR PROXY

When a stockholder returns a proxy card that is properly signed and dated, the shares represented by the proxy cardwill be voted by the persons named as proxies in the proxy card in accordance with the stockholder’s instructions.Stockholders may specify their choices by marking the appropriate boxes on their proxy card. If a proxy card is signed,dated and returned by a stockholder without specifying choices, the shares represented by the proxy card will be votedas recommended by the Board of Directors. The Company does not have cumulative voting.

Pursuant to the Company’s Amended and Restated Certificate of Incorporation (as amended and restated, the “Certificateof Incorporation”) and By-Laws (as amended and restated, the “By-Laws”), business transacted at the Annual Meeting islimited to the purposes stated in the Notice of Annual Meeting of Stockholders and any other matters that may properlycome before the Annual Meeting. Except for the proposals described in this Proxy Statement, no other matters currentlyare intended to be brought before the Annual Meeting by the Company or, to the Company’s knowledge, any otherperson. The proxy being solicited by the Board does, however, convey discretionary authority to the persons named asproxies in the accompanying proxy card to vote on any other matters that may properly come before the Annual Meeting.A proxy may be revoked by a stockholder at any time prior to the time it is voted by giving notice of revocation eitherpersonally or in writing to the Secretary of the Company at our corporate offices at the address provided under the caption“Contacting the Secretary and Corporate Offices.”

ANNUAL MEETING ADMISSION

Only holders of shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), at the closeof business on April 9, 2018, their authorized representatives and invited guests of the Company will be able to attendthe Annual Meeting. For your comfort and security, admission to the Annual Meeting will be by admission ticket only,and you will also be required to present a valid government-issued photo identification and valid proof of stockownership as of the April 9, 2018 record date (such as a bank or brokerage account statement or a letter from the bankor broker verifying that you were the beneficial owner of the shares on the record date). In addition, if you are abeneficial owner (i.e., your shares are held in the name of a broker, bank or other nominee), you must also provide alegal proxy from the record holder to vote your shares in person at the Annual Meeting.

If you are a registered stockholder (i.e., your shares are held in your name) and plan to attend the Annual Meeting, youradmission ticket is either your Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) orthe top portion of your proxy card, whichever you have received. If you are a beneficial owner and plan to attend theAnnual Meeting, your admission ticket is either your Notice of Internet Availability or the top portion of your votinginstruction form, whichever you have received.

You may also obtain an admission ticket in advance of the Annual Meeting by sending a written request to the Secretaryof the Company at the address of our corporate offices provided under the caption “Contacting the Secretary andCorporate Offices.” With your written request, you must enclose valid proof of stock ownership as of the record dateand a copy of your admission ticket, as described above. Stockholders who do not obtain admission tickets in advancebut plan to attend the Annual Meeting must satisfy the admission requirements described above. The Company mayissue admission tickets to persons other than stockholders in the Company’s sole discretion.

Stockholders who hold shares of our Common Stock in a joint account may be admitted to the Annual Meeting if theyprovide valid proof of joint stock ownership as of the record date and both stockholders satisfy the other admissionrequirements described above.

If you are the representative of a corporation, limited liability company, partnership or other legal entity that holdsshares of our Common Stock, you must bring acceptable evidence of your authority to represent that legal entity at theAnnual Meeting. Please note that only one representative may attend the Annual Meeting on behalf of each legal entitythat holds shares of our Common Stock.


QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q: Who is soliciting my proxy?

A: The Company’s Board of Directors is soliciting your proxy in connection with the Board’s solicitation of proxies foruse at the Annual Meeting. Certain of our directors, officers and employees also may solicit proxies on the Board’sbehalf by personal contact, telephone, mail, e-mail or other means. The Company has hired Innisfree M&AIncorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022, to assist in soliciting proxies frombrokers, banks and other stockholders.

Q: What should I do with these materials?

A: Please carefully read and consider the information contained in this Proxy Statement, and then vote your shares assoon as possible to ensure that your shares will be represented at the Annual Meeting. You may vote your sharesprior to the Annual Meeting even if you plan to attend the Annual Meeting in person.

Q: What am I being asked to vote on?

A: You are being asked to vote on the following three proposals:

(1) To elect 11 directors to hold office until the Company’s next annual meeting of stockholders;

(2) To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firmfor 2018; and

(3) To approve an advisory resolution to approve executive compensation.

Q: How do I vote?

A: You may vote your shares prior to the Annual Meeting in any of the following ways:

• Visit the website shown on your Notice of Internet Availability, proxy card or voting instruction form tovote via the Internet;

• Use the toll-free telephone number shown on your Notice of Internet Availability, proxy card or votinginstruction form to vote by telephone; or

• Complete, sign, date and return the enclosed proxy card or voting instruction form in the enclosedpostage-paid envelope if you have requested and received our proxy materials by mail.

If you are a registered stockholder, you may also vote your shares in person at the Annual Meeting. If you are abeneficial owner and hold your shares in street name, then you must obtain a legal proxy from the broker, bank orother nominee who holds the shares on your behalf in order to vote those shares in person at the Annual Meeting.

Q: Who is entitled to vote?

A: All holders of record of our Common Stock at the close of business on April 9, 2018, the record date for the AnnualMeeting, are entitled to vote on all business transacted at the Annual Meeting.

Q: What is the deadline for submitting a proxy?

A: In order to be counted, proxies submitted by telephone or via the Internet must be received by 11:59 p.m. (EDT)on Monday, June 4, 2018. Proxies submitted by mail must be received prior to the start of the Annual Meeting.

Q: What is the difference between a registered stockholder and a “street name” holder?

A: If your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC, our stocktransfer agent, you are considered a stockholder of record, or a registered stockholder, of those shares.

If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of thoseshares, and your shares are said to be held in “street name.” Your broker, bank or other nominee should haveenclosed, or should provide you with, a Notice of Internet Availability or a voting instruction form for you to use indirecting it on how to vote your shares.

Q: What constitutes a quorum?

A: At the close of business on April 9, 2018, the Company had 239,924,148 shares of Common Stock outstanding andentitled to vote at the Annual Meeting. Each share of Common Stock entitles the holder to one vote on each


matter properly brought before the Annual Meeting. The presence, in person or by proxy, of stockholders entitledto cast at least a majority of the votes that all stockholders are entitled to cast at the Annual Meeting willconstitute a quorum. Abstentions and “broker non-votes” (described below) will be included for purposes ofdetermining whether a quorum is present at the Annual Meeting.

Q: What are abstentions and broker non-votes and how do they affect voting?

A: Abstentions. If you specify on your proxy card that you “abstain” from voting on an item, your shares will becounted as present and entitled to vote for the purpose of establishing a quorum. Abstentions will be theequivalent of an “against” vote on proposals that require the affirmative vote of a majority of the shares ofCommon Stock present (in person or by proxy) and entitled to vote at the Annual Meeting (Proposals 2 and 3).Abstentions will not be included in the tabulation of voting results for proposals that require the affirmative voteof a majority of the votes cast (Proposal 1).

Broker Non-Votes. Under the rules of The NASDAQ Stock Market (“NASDAQ”), if your shares are held in streetname, then your broker has discretion to vote your shares without instructions from you on certain “routine”proposals, such as the ratification of the appointment of the Company’s independent registered public accountingfirm (Proposal 2). Your broker does not, however, have such discretion on the election of directors (Proposal 1) orthe advisory resolution to approve executive compensation (Proposal 3). If you do not provide your broker withvoting instructions for these proposals, then your broker will be unable to vote on these proposals and will reportyour shares as “broker non-votes” on these proposals. Like abstentions, broker non-votes are counted as presentfor the purpose of establishing a quorum, but, unlike abstentions, they are not counted for the purpose ofdetermining the number of shares present (in person or by proxy) and entitled to vote on particular proposals. As aresult, broker non-votes will not be included in the tabulation of voting results for proposals that require theaffirmative vote of a majority of the votes cast (Proposal 1) or the affirmative vote of a majority of the shares ofCommon Stock present (in person or by proxy) and entitled to vote at the Annual Meeting (Proposal 3). Becausebrokers are entitled to vote on Proposal 2, we do not anticipate any broker non-votes with regard to that proposal.

Q: What vote is needed to elect the 11 director nominees (Proposal 1)?

A: Pursuant to our By-Laws, each of the 11 director nominees must receive the affirmative vote of a majority of thevotes cast with respect to that nominee’s election in order to be elected as a director at the Annual Meeting.

Q: What vote is needed to ratify the appointment of the Company’s independent registered public accounting firm(Proposal 2)?

A: The affirmative vote of a majority of the shares of Common Stock present (in person or by proxy) and entitled tovote at the Annual Meeting is required to ratify the appointment of Deloitte & Touche LLP as the Company’sindependent registered public accounting firm for 2018 (Proposal 2).

Q: What vote is needed to approve the advisory resolution to approve executive compensation (Proposal 3)?

A: The affirmative vote of a majority of the shares of Common Stock present (in person or by proxy) and entitled tovote at the Annual Meeting is required to approve the advisory resolution to approve the 2017 executivecompensation of our NEOs (Proposal 3). The vote is advisory and therefore not binding on the Company, the Boardof Directors or the Compensation Committee of the Board. However, the Compensation Committee will review thevoting results of Proposal 3 and take those results into consideration when making future decisions regardingexecutive compensation as the Compensation Committee deems appropriate.

Q: How do Nelson Peltz and Peter May intend to vote?

A: The Company has been informed that the shares of Common Stock beneficially owned as of the record date byNelson Peltz and Peter May representing, in the aggregate, approximately 20.8% of the votes entitled to be cast atthe Annual Meeting, will be voted in accordance with the recommendations of the Board of Directors FOR theelection of each of the 11 director nominees named in Proposal 1 and FOR Proposals 2 and 3.

Q: If I deliver my signed proxy card or voting instruction form but do not indicate how I want to vote on theproposals, how will my shares be voted?

A: If you submit your proxy card or voting instruction form but do not indicate how you want to vote on theproposals, your proxy will be counted as a vote in accordance with the recommendations of the Board of DirectorsFOR the election of each of the 11 director nominees named in Proposal 1 and FOR Proposals 2 and 3.


Q: Can I change my vote after I have delivered my proxy card or voting instruction form?

A: Yes. You can change your vote at any time before your proxy is voted at the Annual Meeting by revoking yourproxy. You can revoke your proxy by giving notice of revocation either personally or in writing to the Secretary ofthe Company at the address of our corporate offices provided under the caption “Contacting the Secretary andCorporate Offices.” You also can revoke your proxy by submitting a later-dated proxy by mail, by telephone, via theInternet or by attending and voting in person at the Annual Meeting. Your attendance at the Annual Meeting byitself will not revoke a previously submitted proxy.

If your shares are held in an account with a broker, bank or other nominee, you should contact your broker, bankor other nominee if you wish to change your vote or revoke your proxy.

Q: Why did I receive a Notice of Internet Availability of Proxy Materials rather than the printed Proxy Statementand 2017 Annual Report to Stockholders?

A: As permitted by SEC rules, we are making our proxy materials available to stockholders electronically via theInternet at www.proxyvote.com. On or about April 23, 2018, we will begin mailing the Notice of InternetAvailability to our stockholders containing information on how to access our proxy materials online or request aprinted copy of the proxy materials. If you received that notice, then you will not receive a printed copy of ourproxy materials unless you request a printed copy by following the instructions contained in the Notice of InternetAvailability. Adopting this “notice and access” process allows us to reduce the overall costs, as well as theenvironmental impact, of printing and mailing our proxy materials.

Q: What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials, proxy card orvoting instruction form?

A: If you receive more than one Notice of Internet Availability, proxy card or voting instruction form, this means thatyou have multiple accounts with our stock transfer agent or with brokers, banks or other nominees. Please followthe instructions set forth on each Notice of Internet Availability, proxy card or voting instruction form you receiveto ensure that all your shares are voted.

Q: Who will bear the expenses of this solicitation?

A: The Company will pay the costs and expenses of this solicitation. In addition to soliciting proxies by mailing ourproxy materials to stockholders and by making our proxy materials available to stockholders electronically via theInternet, proxies may be solicited by our directors, officers and employees by personal contact, telephone, mail,e-mail or other means without additional compensation. Solicitation of proxies will also be made by employees ofInnisfree M&A Incorporated, our proxy solicitation firm, who will be paid a fee of $20,000, plus reasonableout-of-pocket expenses. As is customary, we will also reimburse banks, brokers, custodians, nominees andfiduciaries for their reasonable costs and expenses incurred in forwarding our proxy materials to beneficial ownersof our Common Stock.

Q: Where can I find the voting results of the Annual Meeting?

A: We intend to announce preliminary voting results at the Annual Meeting and publish final voting results in aCurrent Report on Form 8-K filed with the SEC within four business days of the Annual Meeting. After the Form 8-Khas been filed, you may obtain a copy by visiting the SEC’s website at www.sec.gov or by visiting our Companywebsite at www.wendys.com/who-we-are.

Q: Whom should I call with questions?

A: Please call Innisfree M&A Incorporated, the Company’s proxy solicitor, toll-free at (888) 750-5834 with anyquestions about the Annual Meeting. Banks, brokers and other nominees may call collect at (212) 750-5833.


PROPOSAL 1ELECTION OF DIRECTORS

(Item 1 on the Company’s Proxy Card)

As of the date of this Proxy Statement, there are 12 members of our Board of Directors.

One of the Company’s current directors, Emil J. Brolick, will conclude his service on the Board when his term expires atthe Annual Meeting, after having served as a member of our Board since September 2011 when he joined the Companyas our President and Chief Executive Officer. Mr. Brolick served as our President until January 2016 and as our ChiefExecutive Officer until his retirement from management duties with the Company in May 2016. He continued to serveon the Board upon his retirement to ensure continuity of leadership and strategic focus for the Company, and we aregrateful for Mr. Brolick’s many contributions, outstanding service and distinguished leadership during his executive andBoard tenure. The Board has determined that the size of the Board will be reduced from 12 to 11 members upon theexpiration of Mr. Brolick’s term at the Annual Meeting.

The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, hasnominated the 11 persons named below for election as directors of the Company at the Annual Meeting. Each of theother nominees is presently serving as a director of the Company, and each of the other nominees was elected as adirector at the Company’s 2017 annual meeting of stockholders, except for Kristin Dolan.

Ms. Dolan joined the Board of Directors in July 2017 when the Board, upon the recommendation of the Nominating andCorporate Governance Committee, increased the size of the Board from 11 to 12 members and elected Ms. Dolan toserve as a director of the Company for a term expiring at the Annual Meeting. Ms. Dolan was recommended to theNominating and Corporate Governance Committee by one of our non-management directors after consulting with ourChief Executive Officer and other members of senior management. The Nominating and Corporate GovernanceCommittee, after reviewing Ms. Dolan’s qualifications, making a determination as to her independence and consideringthe needs of the Board of Directors, recommended to the Board that Ms. Dolan be elected to serve as a director of theCompany.

The Board of Directors recommends that the 11 nominees named below be elected as directors of the Company at theAnnual Meeting. If elected, each of the nominees will hold office until the Company’s next annual meeting ofstockholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation,retirement, disqualification or removal. The persons named as proxies in the accompanying proxy card will vote FOR theelection of each of the 11 nominees unless a stockholder directs otherwise.

Each nominee has consented to be named and to serve as a director if elected at the Annual Meeting. The Company isunaware of any reason why any nominee would be unwilling or unable to serve as a director if elected. Should,however, any nominee be unwilling or unable to serve as a director at the time of the Annual Meeting, the personsnamed as proxies in the accompanying proxy card will vote for the election of such substitute person for suchdirectorship as the Board of Directors may recommend.


DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

NELSON PELTZ (CHAIRMAN)

Mr. Peltz has been a director of the Company sinceSeptember 2008 when the Company commenced itscurrent business, the ownership and franchising of theWendy’s restaurant system. He served as a director of theCompany’s predecessor companies from April 1993 untilSeptember 2008, when Wendy’s International, Inc. mergedwith Triarc Companies, Inc. Mr. Peltz has served as ournon-executive Chairman since June 2007. He also served asour Chairman and Chief Executive Officer and as a directoror manager and an officer of certain of our subsidiariesfrom April 1993 through June 2007. Additionally, Mr. Peltzhas been Chief Executive Officer and a Founding Partner ofTrian Fund Management, L.P. (“Trian Partners”), amanagement company for various investment funds andaccounts, since November 2005. From January 1989 to April1993, Mr. Peltz was Chairman and Chief Executive Officer ofTrian Group, Limited Partnership, which providedinvestment banking and management services for entitiescontrolled by Mr. Peltz and Peter W. May. From 1983 toDecember 1988, Mr. Peltz was Chairman and ChiefExecutive Officer and a director of Triangle Industries, Inc.,a metals and packaging company.

Mr. Peltz has also served as a director of Sysco Corporationsince August 2015, The Madison Square Garden Companysince September 2015 and The Procter & Gamble Companysince March 2018. Mr. Peltz previously served as a directorof H. J. Heinz Company from September 2006 to June 2013,Ingersoll-Rand plc from August 2012 to June 2014, LeggMason, Inc. from October 2009 to December 2014, MSGNetworks Inc. from December 2014 to September 2015 andMondelez International, Inc. from January 2014 to March2018.

Mr. Peltz is actively involved with various civic organizationsand serves as Honorary Co-Chairman of the board oftrustees and Chairman of the board of governors of theSimon Wiesenthal Center, a member of the honorary boardof directors of the Prostate Cancer Foundation, a memberof the board of overseers of the Weill Cornell MedicalCollege and Graduate School of Medical Sciences, amember of the board of overseers of The Milken Institute, amember of the Intrepid advisory council and an advisor andmember of the executive council of No Labels, anorganization that seeks to build a bipartisan centrist bloc inCongress.

Mr. Peltz is the father of Matthew H. Peltz, a director of theCompany.

Qualifications: Mr. Peltz has more than 40 years ofbusiness and investment experience, has served as thechairman and chief executive officer of publiccompanies for over 20 years and, since 2005, has servedas Chief Executive Officer of Trian Partners. Throughouthis professional career, he has developed extensiveexperience working with management teams andboards of directors, as well as in acquiring, investing inand building companies and implementing operationalimprovements at the companies with which he hasbeen involved. As a result, Mr. Peltz has strongoperating experience and strategic planning skills,valuable leadership and corporate governanceexperience and strong relationships with institutionalinvestors, investment banking/capital markets advisorsand others that can be drawn upon for the Company’sbenefit. Mr. Peltz has also been recognized by theNational Association of Corporate Directors as amongthe most influential people in the global corporategovernance arena. We believe that Mr. Peltz’s overallexperience and knowledge benefit and contribute tothe collective qualifications, skills and experience of ourBoard of Directors.

Age: 75

Director Since: 1993

Current Board Committees:Corporate Social Responsibility (Chair)Executive (Chair)


PETER W. MAY (VICE CHAIRMAN)

Mr. May has been a director of the Company sinceSeptember 2008 when the Company commenced itscurrent business, the ownership and franchising of theWendy’s restaurant system. He served as a director of theCompany’s predecessor companies from April 1993 untilSeptember 2008, when Wendy’s International, Inc. mergedwith Triarc Companies, Inc. Mr. May has served as ournon-executive Vice Chairman since June 2007. He alsoserved as our President and Chief Operating Officer and asa director or manager and an officer of certain of oursubsidiaries from April 1993 through June 2007.Additionally, Mr. May has been President and a FoundingPartner of Trian Partners since November 2005. FromJanuary 1989 to April 1993, Mr. May was President andChief Operating Officer of Trian Group, Limited Partnership.From 1983 to December 1988, he was President and ChiefOperating Officer and a director of Triangle Industries, Inc.

Mr. May has served as a director of Mondelez International,Inc. since March 2018. He previously served as a director ofTiffany & Co. from May 2008 to May 2017.

Mr. May is actively involved with various civic organizationsand serves as Chairman of the board of trustees of TheMount Sinai Health System in New York, Vice Chairman ofthe New York Philharmonic, a trustee of both the New-YorkHistorical Society and The University of Chicago, a lifemember of the advisory council of The University ofChicago Booth School of Business, a director of the LincolnCenter of the Performing Arts, a partner of the Partnershipfor New York City and a member of the executive council ofNo Labels.

Qualifications: Mr. May has more than 40 years ofbusiness and investment experience, has served as thepresident and chief operating officer of publiccompanies for over 20 years and, since 2005, has servedas President of Trian Partners. Throughout hisprofessional career, he has developed extensiveexperience working with management teams andboards of directors, as well as in acquiring, investing inand building companies and implementing operationalimprovements at the companies with which he hasbeen involved. Mr. May also brings to the Boardfinancial sophistication by virtue of his prior professionalexperience as a certified public accountant. As a result,Mr. May has strong operating experience and strategicplanning skills, valuable leadership and corporategovernance experience and has strong relationshipswith institutional investors, investment banking/capitalmarkets advisors and others that can be drawn upon forthe Company’s benefit. We believe that Mr. May’soverall experience and knowledge benefit andcontribute to the collective qualifications, skills andexperience of our Board of Directors.

Age: 75


Current Board Committees:Capital and Investment (Chair)CompensationCorporate Social ResponsibilityExecutiveTechnology (Chair)


KRISTIN A. DOLAN

Ms. Dolan was elected as a director of the Company in July2017. She is the founder and has been the Chief ExecutiveOfficer of 605 LLC, an audience measurement and dataanalytics company in the media and entertainmentindustries, since its inception in November 2016. Prior tofounding 605 LLC, Ms. Dolan worked at Cablevision SystemsCorporation, a former large communications serviceprovider sold in 2016, where she held several keyleadership positions, including Chief Operating Officer fromApril 2014 to June 2016, President of Optimum Servicesfrom November 2011 to April 2014, Senior Executive VicePresident of Product Management and Marketing fromNovember 2011 to April 2013 and Senior Vice Presidentfrom June 2003 to November 2011.

Ms. Dolan has also served as a director of AMC NetworksInc. since June 2011, The Madison Square Garden Companysince September 2015, Revlon, Inc. since May 2017 andMSG Networks Inc. since April 2018. She previously servedas a director of Cablevision Systems Corporation from May2010 to June 2016.

Qualifications: Ms. Dolan brings to our Boardsubstantial expertise in television audience dataanalytics, information integration and strategicmarketing. Her breadth of knowledge and experienceis attributable to her extensive professionalbackground in communications, marketing andoperations at Cablevision Systems Corporation, whereshe also held several key senior leadership positions.Ms. Dolan provides intimate and unique knowledge oftelevision marketing campaigns, consumer datautilization, current and sophisticated datamethodologies, predictive modeling and mediaexpertise, each of which are important to theCompany’s business. She also possesses significantexecutive management experience, which includesinsight into corporate governance, working withmanagement teams and boards of directors, finance,mergers & acquisitions, budgeting and strategicplanning. We believe that Ms. Dolan’s overallexperience and knowledge benefit and contribute tothe collective qualifications, skills and experience ofour Board of Directors.

Age: 52


Current Board Committees:Technology


KENNETH W. GILBERT

Mr. Gilbert has been a director of the Company since May2017. From October 2012 to December 2017, he served asthe Group Chief Marketing Officer of VOSS of Norway ASA,a global manufacturer and marketer of premium bottledwater. Prior to joining VOSS, Mr. Gilbert founded andserved as the President of RazorFocus, a marketingconsultant practice, from May 2005 to October 2012. Priorto that, he served as President and Chief Operating Officerof UniWorld Group, Inc., the longest establishedmulticultural advertising agency in the U.S., from May 2003to June 2004. From September 1995 to April 2001,Mr. Gilbert worked at Snapple Beverage Corporation(formerly Snapple Beverage Group, Inc.) as Senior VicePresident and Chief Marketing Officer, where he ledmarketing efforts to revitalize the brand and assembledfour company brands for successful disposition. Prior to hisemployment with Snapple, Mr. Gilbert served as GroupAccount Director at the Messner Vetere Berger CareySchmetterer RSCG advertising agency from July 1991 toAugust 1995 and as Senior Vice President and Director ofClient Services at UniWorld Group, Inc. from February 1989to June 1991.

Mr. Gilbert also serves as Chairman for YourBevCo, LLC, abeverage device company that develops consumer devicesthat remove problematic ingredients from beveragesknown to cause allergic or sensitivity reactions.

Qualifications: Mr. Gilbert possesses extensiveexperience in global brand management, marketingcommunications, advertising strategy and corporatesocial responsibility attributable to his overallprofessional background as a senior marketingexecutive in the consumer beverage industry. In hisformer role as Chief Marketing Officer for VOSS,Mr. Gilbert oversaw the company’s marketingfunction, administered multi-million dollar budgets,directed internal marketing capabilities and managedthe company’s strategic worldwide branddevelopment, expansion and distribution. His Boardqualifications include his in-depth knowledge andexpertise in innovative brand revitalization, riskorientation, advertising conceptualization and publicrelations. Mr. Gilbert also provides valuable andunique insights into consumer brand positioningstrategies, new product development, digital andsocial media platforms and cultivation of brandrecognition and value, all of which are important tothe Company’s business. We believe that Mr. Gilbert’soverall experience and knowledge benefit andcontribute to the collective qualifications, skills andexperience of our Board of Directors.

Age: 67


Current Board Committees:Corporate Social ResponsibilityTechnology


DENNIS M. KASS

Mr. Kass has been a director of the Company sinceDecember 2015. From February 2013 to June 2014,Mr. Kass served as Vice Chairman and a Senior Advisor atRidgeway Partners, an executive search firm. From 2003 to2012, Mr. Kass served as Chairman and Chief ExecutiveOfficer of Jennison Associates, LLC, an institutional assetmanager. Prior to joining Jennison Associates, Mr. Kassspent 13 years with JPMorgan’s investment managementunit, last serving as Vice Chairman and Chief FiduciaryOfficer of JPMorgan Fleming Asset Management, and hewas also Vice President of the investment banking divisionat Goldman Sachs & Co. Also, Mr. Kass served in the ReaganAdministration as the Assistant Secretary of Labor forPension and Welfare Benefits under the Employee BenefitsSecurity Administration from 1985 to 1987 and was aSpecial Assistant to the President for Policy Developmentfrom 1981 to 1982.

Mr. Kass served as a director of Legg Mason, Inc. from April2013 to July 2017 and was the non-executive Chairman ofLegg Mason from July 2013 to October 2014. Mr. Kass alsoserved as an Advisory Partner of Trian Partners untilDecember 2017.

Mr. Kass serves as a member of the Lockheed Martininvestment management company advisory board and theadvisory board for finance and the global executive boardfor the MIT Sloan School of Management. He previouslyserved as a trustee and Vice Chairman of the FinancialAccounting Foundation and as a member of the investmentadvisory board of Cleveland Clinic Innovations.

Qualifications: Mr. Kass has significant knowledge andexpertise in financial and asset management,accounting processes, corporate governance andpublic policy that is derived from his diverseprofessional and public service experiences. He alsohas notable experience with the implementation andoversight of investment product lines, retail andinstitutional distribution capabilities and overallbusiness operations. Mr. Kass brings to our Boardvaluable leadership experience in working withmanagement teams and boards of directors, as well asextensive knowledge and insight in finance, mergersand acquisitions, capital management, governance andregulatory matters relevant to public company audit,compensation and benefits committees. Mr. Kass hasalso acquired financial sophistication by virtue of hisbusiness experience and professional background,including his past service as Chief Executive Officer andChief Fiduciary Officer of two different companies. Webelieve that Mr. Kass’ overall experience andknowledge benefit and contribute to the collectivequalifications, skills and experience of our Board ofDirectors.

Age: 67


Current Board Committees:AuditCompensation


JOSEPH A. LEVATO

Mr. Levato has been a director of the Company sinceSeptember 2008 when the Company commenced itscurrent business, the ownership and franchising of theWendy’s restaurant system. He served as a director of theCompany’s predecessor companies from June 1996 untilSeptember 2008, when Wendy’s International, Inc. mergedwith Triarc Companies, Inc. Mr. Levato also served asExecutive Vice President and Chief Financial Officer of theCompany and certain of our subsidiaries from April 1993 toAugust 1996, when he retired from the Company. Prior tothat, he was Senior Vice President and Chief FinancialOfficer of Trian Group, Limited Partnership from January1992 to April 1993. From 1984 to December 1988,Mr. Levato served as Senior Vice President and ChiefFinancial Officer of Triangle Industries, Inc.

Qualifications: Mr. Levato has significant knowledge ofindustrial, financial and consumer-related businessesthat is derived from his professional experiences,including several years of senior management andleadership experience with the Company. Mr. Levatobrings to our Board an intimate knowledge ofgovernance and regulatory matters relevant to publiccompany audit and compensation committees.Mr. Levato has acquired financial sophistication byvirtue of his business experience and background,including his past service as Chief Financial Officer ofthree different companies, and the Board of Directorshas determined that Mr. Levato qualifies as an “auditcommittee financial expert” within the meaning of SECregulations. We believe that Mr. Levato’s overallexperience and knowledge benefit and contribute tothe collective qualifications, skills and experience ofour Board of Directors.

Age: 77


Current Board Committees:AuditCompensationExecutiveNominating and Corporate Governance


MICHELLE “MICH” J. MATHEWS-SPRADLIN

Ms. Mathews-Spradlin has been a director of the Companysince February 2015. From 1993 until her retirement in2011, Ms. Mathews-Spradlin worked at MicrosoftCorporation, where she served as Chief Marketing Officerand held several other key leadership positions prior to thattime. Prior to her employment with Microsoft,Ms. Mathews-Spradlin worked in the United Kingdom as acommunications consultant for Microsoft from 1989 to1993. Prior to that, she held various roles at GeneralMotors Co. from 1986 to 1989.

Ms. Mathews-Spradlin also serves as a board member ofseveral private companies, including OANDA GlobalCorporation, The Bouqs Company and You & Mr Jones. Sheis also a member of the board of trustees of the CaliforniaInstitute of Technology and a member of the executiveboard of the UCLA School of Theater, Film and Television.

Qualifications: Ms. Mathews-Spradlin possessesextensive experience in global brand management anda deep understanding of the technology industryattributable to her background as a senior executive atMicrosoft Corporation, one of the world’s largesttechnology companies. In her role as Chief MarketingOfficer, she oversaw the company’s global marketingfunction, managed a multi-billion dollar marketingbudget and an organization of several thousandpeople, and built demand for the company’stechnology brands, including Windows, Office, Xbox,Bing and Internet Explorer. Ms. Mathews-Spradlinprovides the Board with substantial and uniqueinsights into digital media and marketing strategies, aswell as an in-depth understanding of consumer-facingtechnology, all of which are important to theCompany’s business. We believe that Ms. Mathews-Spradlin’s overall experience and knowledge benefitand contribute to the collective qualifications, skillsand experience of our Board of Directors.

Age: 51


Current Board Committees:CompensationCorporate Social ResponsibilityTechnology


MATTHEW H. PELTZ

Mr. Peltz has been a director of the Company sinceDecember 2015. Mr. Peltz is a Senior Analyst and Partnerand has been a member of the Investment Team of TrianPartners since January 2008. As a senior member of theInvestment Team, he sources and generates newinvestment ideas, leads due diligence on potentialinvestments and focuses on portfolio construction, riskmanagement and corporate governance matters. Prior tojoining Trian Partners, Mr. Peltz was with Goldman Sachs &Co. from May 2006 to January 2008, where he worked as aninvestment banking analyst and subsequently joined LibertyHarbor, an affiliated multi-strategy hedge fund.

Following the separation of the water and electricalbusinesses of Pentair plc into two independent publiclytraded companies, which is targeted to occur on April 30,2018, Mr. Peltz will become a member of the board ofdirectors of Pentair plc. Since September 2015, Mr. Peltzhas attended meetings of the Pentair plc board of directorsin a non-voting, non-participating observer capacity.Mr. Peltz previously served as a director of the formerparent company of the Arby’s® restaurant brand, fromSeptember 2012 to December 2015.

Mr. Peltz is the son of Nelson Peltz, the non-executiveChairman and a director of the Company.

Qualifications: Mr. Peltz’s qualifications to serve onour Board include his breadth of knowledge andexperience in corporate finance, mergers andacquisitions, capital allocation and operationalimprovements attributable to his professionalbackground, including his service as a senior memberof Trian Partners’ Investment Team where he focuseson, among other things, environmental, social andgovernance issues across the Trian Partners portfolio.Mr. Peltz also provides our Board with valuableexperience and unique insight into the quick-servicerestaurant industry from his recent service as adirector of ARG Holding Corporation. We believe thatMr. Peltz’s overall experience and knowledge benefitand contribute to the collective qualifications, skillsand experience of our Board of Directors.

Age: 35


Current Board Committees:Capital and InvestmentCorporate Social ResponsibilityTechnology


TODD A. PENEGOR

Mr. Penegor has been a director of the Company since May2016. He joined the Company in June 2013 and has servedas our President and Chief Executive Officer since May2016. Prior to that, he served as our President and ChiefFinancial Officer from January 2016 to May 2016.Mr. Penegor also served as our Executive Vice President,Chief Financial Officer and International from December2014 to January 2016 and as our Senior Vice President andChief Financial Officer from September 2013 to December2014. Prior to joining the Company, Mr. Penegor worked atKellogg Company, a global leader in food products, from2000 to 2013 where he held several key leadershippositions, including Vice President of Kellogg Company andPresident of U.S. Snacks from 2009 to 2013, Vice Presidentand Chief Financial Officer of Kellogg Europe from 2007 to2009 and Vice President and Chief Financial Officer ofKellogg USA and Kellogg Snacks from 2002 to 2007. Prior tojoining Kellogg, Mr. Penegor worked for 12 years at FordMotor Company in various positions, including strategy,mergers and acquisitions, the controller’s office andtreasury.

Mr. Penegor is actively involved with various civicorganizations and serves as Vice Chair of the board oftrustees of the Dave Thomas Foundation for Adoption andas a member of the Michigan State University Eli BroadCollege of Business financial advisory board.

Qualifications: In addition to serving as our Presidentand Chief Executive Officer, Mr. Penegor has extensiveexperience as an executive in the food products andconsumer goods industries, including several years ofsenior management and leadership experience withKellogg Company and Ford Motor Company.Mr. Penegor provides the Board with significantexpertise in matters of corporate finance, businessadministration, investor relations, financial reporting,strategic planning, brand building and domestic andinternational operations, all of which are important tothe Company’s business. We believe thatMr. Penegor’s overall experience and knowledge willbenefit and contribute to the collective qualifications,skills and experience of our Board of Directors.

Age: 52


Current Board Committees:Capital and InvestmentExecutive


PETER H. ROTHSCHILD

Mr. Rothschild has been a director of the Company sinceMay 2010. He served as a director of Wendy’s Internationalfrom March 2006 until its merger with the Company inSeptember 2008. Mr. Rothschild has been the ManagingMember of Daroth Capital LLC, a financial servicescompany, since its founding in 2001 and the President andCEO of its wholly-owned subsidiary, Daroth Capital AdvisorsLLC, a securities broker-dealer, since 2002. Prior tofounding Daroth Capital LLC, Mr. Rothschild was aManaging Director and co-head of the Leveraged Financeand Industrial Finance groups at Dresdner KleinwortWasserstein and its predecessor Wasserstein Perella, aninvestment bank, where he worked from 1996 to 2001.From 1990 to 1996, Mr. Rothschild was a Senior ManagingDirector and head of the Natural Resources Group at Bear,Stearns & Co. Inc. and one of the founders of the firm’sLeveraged Finance and Financial Buyer Coverage groups.From 1984 to 1990, he was Managing Director at DrexelBurnham Lambert.

Mr. Rothschild previously served as a director of DeerfieldCapital Corp., predecessor to CIFC Corp., from December2004 to April 2011 and as Interim Chairman of DeerfieldCapital’s board of directors from April 2007 to April 2011.

Mr. Rothschild is also actively involved with various civicorganizations and serves a member of The Mount SinaiMedical Center Samuel Bronfman Department of Medicineadvisory board, the Tufts University School of Engineeringboard of advisors and the Tufts University Gordon InstituteEntrepreneurial Leadership Program advisory board.

Qualifications: Mr. Rothschild has been employed asan investment banker since 1981. He has served onthe board of directors of numerous companies,including Wendy’s International and Deerfield Capital,where he served as Interim Chairman. As a result of hisprofessional background, Mr. Rothschild brings to ourBoard a deep understanding of corporate governanceprinciples and extensive knowledge and experience infinance, mergers and acquisitions, capitalmanagement, corporate restructurings and the quick-service restaurant industry, all of which are importantto the Company’s business. We believe thatMr. Rothschild’s overall experience and knowledgebenefit and contribute to the collective qualifications,skills and experience of our Board of Directors.

Age: 62


Current Board Committees:AuditCompensation (Chair)Nominating and Corporate Governance (Chair)


ARTHUR B. WINKLEBLACK

Mr. Winkleblack has been a director of the Company sinceMay 2016. Mr. Winkleblack provides financial, strategicplanning and capital markets consulting services for RitchieBros. Auctioneers, a global leader in asset management anddisposition and the world’s largest industrial auctioneer,where he has served as Senior Advisor to the CEO sinceJune 2014. He retired in June 2013 as Executive VicePresident and Chief Financial Officer of H. J. HeinzCompany, a global packaged food manufacturer, where hehad been employed since 2002. From 1999 to 2001,Mr. Winkleblack worked at Indigo Capital as Acting ChiefOperating Officer of Perform.com and Chief ExecutiveOfficer of Freeride.com. Prior to that, he served asExecutive Vice President and Chief Financial Officer of C.Dean Metropoulos Group from 1998 to 1999, as VicePresident and Chief Financial Officer of Six FlagsEntertainment Corporation from 1996 to 1998 and as VicePresident and Chief Financial Officer of CommercialAvionics Systems, a division of AlliedSignal, Inc., from 1994to 1996. Previously, he held various finance, strategy andbusiness planning roles at PepsiCo, Inc. from 1982 to 1994.

Mr. Winkleblack has served as a director of Church &Dwight Co., Inc. since January 2008 and Performance FoodGroup Company since March 2015. He previously served asa director of RTI International Metals, Inc. from December2013 until the company was acquired by Alcoa Corporationin July 2015.

Qualifications: Mr. Winkleblack has substantialexperience as a senior executive and director across abroad range of industries, giving him knowledgeableperspectives on financial and strategic planning fordomestic and international operations.Mr. Winkleblack’s 12 years of experience as ChiefFinancial Officer of a large, multinational consumergoods company enables him to bring valuable insightto the Board on a number of topics, includingperformance management, executive compensation,business analytics, risk management, investorrelations, internal controls, financial reporting,information technology and mergers & acquisitions.His executive experience with Heinz and PepsiCo, aswell as his board experience with Performance FoodGroup, provides a unique perspective on productsupply dynamics for the quick-service restaurantindustry. The Board of Directors has also determinedthat Mr. Winkleblack qualifies as an “audit committeefinancial expert” within the meaning of SECregulations. We believe that Mr. Winkleblack’s overallexperience and knowledge will benefit and contributeto the collective qualifications, skills and experience ofour Board of Directors.

Age: 60


Current Board Committees:Audit (Chair)Nominating and Corporate Governance

REQUIRED VOTE

The affirmative vote of a majority of the votes cast with respect to the election of a director nominee is required toelect such nominee as a director at the Annual Meeting. Abstentions and broker non-votes will not be included in thetabulation of voting results for this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FORTHE ELECTION OF EACH OF THE 11 DIRECTOR NOMINEES.


CORPORATE GOVERNANCE

BOARD LEADERSHIP STRUCTURE

The Board of Directors is currently led by Nelson Peltz, the Company’s non-executive Chairman, and Mr. May, theCompany’s non-executive Vice Chairman. Mr. Penegor, the Company’s Chief Executive Officer, also serves as a memberof the Board. Meetings of the Board of Directors are called to order and led by the Chairman or, in his absence, the ViceChairman, or in the absence of both, the Chief Executive Officer. In the absence of the Chairman, Vice Chairman andChief Executive Officer, a majority of the directors present may elect any director present as chairman of the meeting.Non-management directors generally meet in executive session without management present after each regularlyscheduled Board meeting.

The Board of Directors separated the positions of Chairman and Chief Executive Officer in June 2007 when Mr. Peltz,after serving as Chairman and Chief Executive Officer of the predecessor of the Company from 1993 to June 2007,became our non-executive Chairman. The positions of Chairman and Chief Executive Officer have remained separatesince that time, with Mr. Peltz currently serving as our non-executive Chairman and Mr. Penegor currently serving asour Chief Executive Officer.

The Board believes that separating these two positions enables our Chairman to lead the Board of Directors in itsoversight and advisory roles and allows our Chief Executive Officer to focus on supervising the Company’s day-to-daybusiness operations and developing and implementing the Company’s business strategies and objectives. Because ofthe many responsibilities of the Board of Directors and the significant time and effort required by each of the Chairmanand the Chief Executive Officer to perform their respective duties, the Board believes that having separate persons inthese roles enhances the ability of each to discharge those duties effectively and, as a result, enhances the Company’sprospects for success. The Board also believes that having separate positions of Chairman and Chief Executive Officerprovides a clear delineation of responsibilities for each position and fosters greater accountability of management.

The Board of Directors has carefully considered and approved its current leadership structure and believes that thisstructure is appropriate and in the best interests of the Company and our stockholders, who benefit from the combinedleadership, judgment, knowledge and experience of our Chairman, Mr. Peltz, and our Chief Executive Officer, Mr. Penegor.

BOARD MEMBERSHIP CRITERIA AND DIRECTOR NOMINATIONS

The Board of Directors adopted general Board membership criteria, which are set forth in the Company’s CorporateGovernance Guidelines. The Board seeks members from diverse professional and personal backgrounds who combine abroad spectrum of experience and expertise with a reputation for integrity. The Board’s assessment of potentialdirector candidates includes an individual’s qualification as independent, as well as consideration of diversity, age,educational background, other board experience and commitments, business and professional achievements, skills andexperience in the context of the needs of the Board. The Company does not have a stated policy regarding the diversityof nominees or Board members; rather, the Nominating and Corporate Governance Committee and the Board viewdiversity (whether based on concepts such as gender, race and national origin, or broader principles such as differencesin backgrounds, skills, experiences and viewpoints) as one of many elements to be considered when evaluating aparticular candidate for Board membership.

The Nominating and Corporate Governance Committee considers recommendations regarding possible directorcandidates from any source, including stockholders. Stockholders may recommend director candidates forconsideration by the Nominating and Corporate Governance Committee by giving written notice of therecommendation to the Chair of the Nominating and Corporate Governance Committee, in care of the Secretary of theCompany at our corporate offices at the address provided under the caption “Contacting the Secretary and CorporateOffices.” The notice must: (i) include the candidate’s name, age, business address, residence address and principaloccupation; (ii) describe the qualifications, attributes, skills or other qualities possessed by the candidate; and (iii) beaccompanied by a written statement from the candidate consenting to serve as a director, if elected. Candidates whohave been recommended by stockholders will be evaluated by the Nominating and Corporate Governance Committeein the same manner as other potential candidates. Stockholders who wish to formally nominate a candidate for electionto the Board may do so provided they comply with the applicable eligibility, notice, content, stock ownership and otherrequirements set forth in our Certificate of Incorporation and By-Laws, which are described under the caption “OtherMatters—Stockholder Proposals for 2019 Annual Meeting of Stockholders.”


DIRECTOR INDEPENDENCE

Under the rules and listing standards of NASDAQ, the Board of Directors must have a majority of directors who meetthe criteria for independence required by NASDAQ. Pursuant to our Corporate Governance Guidelines, the Board isrequired to determine whether each director satisfies the criteria for independence based on all relevant facts andcircumstances. No director qualifies as independent unless the Board of Directors affirmatively determines that suchdirector has no relationship that, in the opinion of the Board, would interfere with his or her exercise of independentjudgment in carrying out the responsibilities of a director.

In accordance with the Corporate Governance Guidelines, the Board adopted the Director Independence CategoricalStandards (the “Independence Standards”) to assist the Board in determining the independence of the Company’sdirectors. Copies of the Corporate Governance Guidelines and the Independence Standards are available on our websiteat www.wendys.com/who-we-are. Pursuant to the Independence Standards, the following relationships will preclude adirector from qualifying as independent:

• The director is, or at any time during the past three years was, an employee of the Company, or animmediate family member of the director is, or at any time during the past three years was, an executiveofficer of the Company;

• The director or an immediate family member of the director accepted, during any 12-month period withinthe past three years, more than $120,000 in direct or indirect compensation from the Company, otherthan: (i) compensation for Board or Board committee service; (ii) compensation paid to an immediatefamily member who is a non-executive employee of the Company; or (iii) benefits under a tax-qualifiedretirement plan, or non-discretionary compensation;

• The director or an immediate family member of the director (i) is a current partner of the Company’soutside auditor or (ii) was a partner or employee of the Company’s outside auditor who worked on theCompany’s audit at any time during the past three years;

• The director or an immediate family member of the director is employed as an executive officer of anotherentity where at any time during the past three years any of the Company’s executive officers served on thecompensation committee of such other entity; or

• The director or an immediate family member of the director is a partner in, or a controlling stockholder oran executive officer of, any organization (including a non-profit organization, foundation or university) towhich the Company made, or from which the Company received, payments for property or services in thecurrent fiscal year or any of the past three fiscal years that exceed the greater of $200,000 or 5% of therecipient’s consolidated gross revenues for that year, other than (i) payments arising solely frominvestments in the Company’s securities and (ii) payments under non-discretionary charitable contributionmatching programs.

In applying these objective disqualifiers, the Board of Directors will take into account any commentary, interpretationsor other guidance provided by NASDAQ with respect to NASDAQ Listing Rule 5605. Under the Independence Standards,any relationships or transactions not described above will preclude a director from qualifying as independent only if:

• The director has a “direct or indirect material interest” in such relationship or transaction within themeaning of Item 404(a) of SEC Regulation S-K and the material terms of the relationship or transaction arematerially more favorable to the director than those that would be offered at the time and in comparablecircumstances to unaffiliated persons; or

• The Board of Directors, in exercising its judgment in light of all relevant facts and circumstances,determines that the relationship or transaction interferes with the director’s exercise of independentjudgment in carrying out the responsibilities of a director.

The Independence Standards provide that a relationship between the Company and an entity for which a director servessolely as a non-management director is not by itself material.

The Nominating and Corporate Governance Committee and the Board of Directors considered and reviewed certaintransactions and relationships identified through responses to annual questionnaires completed by the Company’sdirectors, as well as other information presented by management related to transactions and relationships during thepast three years between the Company, on the one hand, and the directors (including their immediate family membersand business, charitable and other affiliates), on the other hand. As a result of these reviews, the Board of Directors,upon the recommendation of the Nominating and Corporate Governance Committee, affirmatively determined thatunder applicable NASDAQ rules and the Independence Standards, each of Mses. Dolan and Mathews-Spradlin andMessrs. Gilbert, Kass, Levato, May, Rothschild and Winkleblack qualified as an independent director.


In making its independence determinations with respect to Mses. Dolan and Mathews-Spradlin and Messrs. Gilbert,Kass, Levato and Rothschild, the Board noted that these directors did not have any transactions or relationships withthe Company during the past three years. In making its independence determinations with respect to Messrs. May andWinkleblack, the Board of Directors considered the following transactions and relationships, each of which was deemedby the Board not to interfere with the director’s exercise of independent judgment in carrying out the responsibilities ofa director:

• Mr. May is the President and a founding partner of Trian Partners, which, as noted above, is a significantand long-term stockholder of the Company and party to that certain agreement with the Companydescribed under the caption “Certain Relationships and Related Person Transactions.” Mr. May also servedas President and Chief Operating Officer of the predecessor of the Company from April 1993 through June2007. The Board of Directors considered the relationship of Trian Partners and its partners with theCompany and the presence of Trian Partners representatives (including Nelson Peltz) on the board ofdirectors of Sysco Corporation, which is one of the Company’s suppliers.

• Mr. Winkleblack serves as a non-management director of Performance Food Group Company, a leadingmarketer and distributor of food and food-related products across the United States. The Company and itsfranchisees purchased food, beverages and supplies from Performance Food Group Company.

One of the Company’s former directors, Janet Hill, served on the Board of Directors until May 2017 when her termexpired at the Company’s 2017 annual meeting of stockholders. In February 2017, the Board, upon therecommendation of the Nominating and Corporate Governance Committee, affirmatively determined that Ms. Hillqualified as an independent director under applicable NASDAQ rules and the Independence Standards.

BOARD COMMITTEES AND RELATED MATTERS

The Board has a standing Audit Committee, Compensation Committee, Performance Compensation Subcommittee andNominating and Corporate Governance Committee. Copies of the Charter of the Audit Committee, Joint Charter of theCompensation Committee and of the Performance Compensation Subcommittee and Charter of the Nominating andCorporate Governance Committee are available on our website at www.wendys.com/who-we-are and are available inprint, free of charge, to any stockholder who requests them. The Board also has a standing Capital and InvestmentCommittee, Corporate Social Responsibility Committee, Executive Committee and Technology Committee. The currentmembers of each Board committee are identified in the table below.

NAME AUDIT COMPENSATION

NOMINATING

AND CORPORATE

GOVERNANCE

CAPITAL AND

INVESTMENT

CORPORATE

SOCIAL

RESPONSIBILITY EXECUTIVE TECHNOLOGY

Nelson Peltz Chair Chair

Peter W. May* ✓ Chair ✓ ✓ Chair

Emil J. Brolick ✓

Kristin A. Dolan* ✓

Kenneth W. Gilbert* ✓ ✓

Dennis M. Kass* ✓ ✓ (1)

Joseph A. Levato* ✓ ✓ ✓ ✓

Michelle J. Mathews-Spradlin* ✓ (1) ✓ ✓

Matthew H. Peltz ✓ ✓ ✓

Todd A. Penegor ✓ ✓

Peter H. Rothschild* ✓ Chair (1) Chair

Arthur B. Winkleblack* Chair ✓

* Independent Director.

(1) Also serves as a member of the Performance Compensation Subcommittee.


ATTENDANCE AT BOARD AND COMMITTEE MEETINGS, ANNUAL MEETING

The Board of Directors held nine meetings during 2017. Each director attended at least 75% of the aggregate of the totalnumber of meetings of the Board and the total number of meetings held by the Board committees on which he or sheserved (in each case, held during the period such director served). In accordance with the Corporate GovernanceGuidelines, directors are expected to attend the Company’s annual meetings of stockholders. Each of the Company’sdirectors who were then serving on the Board attended the Company’s 2017 annual meeting of stockholders.

AUDIT COMMITTEE

Committee Members: Committee Functions:Arthur B. Winkleblack* (Chair)Dennis M. KassJoseph A. Levato*Peter H. Rothschild

*Audit Committee Financial Expert

Number ofMeetings in 2017: 5

As more fully described in its charter, the Audit Committee oversees the accounting andfinancial reporting processes of the Company and the audits of the Company’s financialstatements. The Audit Committee also assists the Board in fulfilling the Board’soversight responsibility relating to:

• The integrity of the Company’s financial statements and financial reportingprocess, the Company’s systems of internal accounting and financial controls andother financial information provided by the Company;

• The performance of the Company’s internal audit function;

• The annual independent audit of the Company’s financial statements, theengagement of the Company’s independent registered public accounting firm andthe evaluation of such firm’s qualifications, independence and performance;

• The Company’s compliance with legal and regulatory requirements, including theCompany’s disclosure controls and procedures; and

• Discussing risk assessment and risk management policies, particularly thoseinvolving major financial risk exposures.

Independence and Financial Literacy. The Board has determined that each member of the Audit Committee satisfiesthe independence and financial literacy requirements of NASDAQ and the independence requirements of Rule 10A-3under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also determined that twomembers of the Audit Committee, Messrs. Levato and Winkleblack, each qualify as an “audit committee financialexpert” under applicable SEC rules and regulations and as a “financially sophisticated” audit committee member underapplicable NASDAQ rules.

Audit Committee Report. The report of the Audit Committee with respect to 2017 is provided below under the caption“Audit Committee Report.”


COMPENSATION COMMITTEE AND PERFORMANCE COMPENSATION SUBCOMMITTEE

Committee Members: Committee Functions:Peter H. Rothschild* (Chair)Dennis M. Kass*Joseph A. LevatoMichelle J. Mathews-Spradlin*Peter W. May

*Subcommittee Member

Number ofMeetings in 2017:4 joint meetings

As more fully described in its charter, the primary purpose of the CompensationCommittee is to assist the Board of Directors in discharging the Board’s responsibilitiesrelating to compensation of the Company’s directors and executive officers, includingadministering any salary, compensation and incentive plans that the Committee isdesignated by the Board to administer. In carrying out its duties, the CompensationCommittee:

• Reviews and approves the goals and objectives relevant to compensation of ourChief Executive Officer, evaluates the Chief Executive Officer’s performance in lightof those goals and objectives and determines (or recommends to the Board fordetermination) the compensation of the Chief Executive Officer based on suchevaluation;

• Reviews and approves the compensation of our other executive officers, oversees anevaluation of the compensation program’s effectiveness for such officers anddetermines the compensation of such officers upon considering any other relevantmatters, including any recommendations made by the Chief Executive Officer andthe Compensation Committee’s independent outside compensation consultant;

• Reviews and approves the overall compensation philosophy, policies and proceduresfor the Company’s executive officers, including the use of employment agreements,severance plans and arrangements, deferred compensation plans and otherexecutive benefits and perquisites;

• Reviews and advises the Board with respect to executive officer incentive programs,compensation plans and equity-based plans, and administers such plans as theBoard designates, which includes the determination of awards to be granted toexecutive officers and other employees under such plans and evaluation ofachievements of established plan goals and objectives;

• Reviews the competitiveness and appropriateness of our non-employee directorcompensation program and approves (or makes recommendations to the Board)with respect to non-employee director compensation and perquisites;

• Reviews and discusses the Compensation Discussion and Analysis prepared bymanagement and determines whether to recommend to the Board of Directors thatthe Compensation Discussion and Analysis be included in the Company’s proxystatement and annual report;

• Reviews and evaluates with management whether the Company’s compensationpolicies and practices for executive officers and other employees create risks thatare reasonably likely to have a material adverse effect on the Company and reviewsany related disclosure required by SEC rules and regulations to be included in theCompany’s proxy statement;

• Provides recommendations to the Board on compensation-related proposals to beconsidered at stockholder meetings (including say-on-pay and say-on-frequencyadvisory votes), reviews the results of any stockholder advisory votes on executivecompensation matters and considers whether to implement (or recommend to theBoard the implementation of) any modifications to the Company’s compensationprograms and policies in response to such voting results;

• Performs certain settlor functions with respect to the Company’s 401(k) plan andother pension, profit sharing, thrift or other retirement plans and ERISA welfarebenefit plans (collectively, the “ERISA Plans”);

• Reviews, approves and adopts any new retirement plan, or any amendment to theCompany’s 401(k) plan or other retirement plan, that would result in a material costincrease or material change in benefit levels, subject to applicable plan documents;

• Appoints, monitors and removes (if necessary), members of the Investment ReviewCommittee and Benefits Administrative Committee (two committees composed ofCompany employees responsible for oversight of our ERISA Plans), which includesconducting annual reviews of such committee and modifying such committees’responsibilities as the Compensation Committee considers appropriate (such as thedelegation of specific compliance monitoring, plan review or other ERISA plan-related responsibilities); and

• Conducts an annual review of each ERISA Plan’s operations (except as otherwisespecified in the applicable plan documents).


Performance Compensation Subcommittee. The Performance Compensation Subcommittee (the “Subcommittee”) wasalso established by the Board in 1997 to administer the Company’s compensation plans that are intended to meet therequirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”),including the Company’s 2010 Omnibus Award Plan, as amended (the “2010 Omnibus Award Plan”), and any othersalary, compensation and incentive plans that the Subcommittee is designated by the Board to administer.

Independence. The Board has determined that each member of the Compensation Committee and the Subcommitteesatisfies the independence requirements of NASDAQ. In addition, each member of the Subcommittee is an “outsidedirector” for purposes of Section 162(m) of the Internal Revenue Code and a “non-employee director” for purposes ofSection 16 of the Exchange Act.

Compensation Committee Report. The report of the Compensation Committee with respect to 2017 is provided belowunder the caption “Compensation Committee Report.”

Additional information about the actions taken by the Compensation Committee and Subcommittee in 2017 withrespect to the executive compensation of our NEOs is discussed in the “Compensation Discussion and Analysis” andunder the caption “Compensation Committee Report.” The actions taken by the Compensation Committee in 2017regarding the compensation of our non-employee directors are discussed under the caption “Compensation ofDirectors.”

Authority to Delegate

The Compensation Committee and the Subcommittee each may delegate authority to subcommittees composed of oneor more of its members, and also may delegate authority to its Chair when it deems appropriate, subject to the terms ofits charter. The Compensation Committee and the Subcommittee also may delegate to one or more directors or officersthe authority to make grants of equity-based compensation to eligible employees who are not executive officers,subject to the terms of the Company’s compensation plans and applicable legal and regulatory requirements. Anydirector or officer to whom the Compensation Committee or the Subcommittee grants such authority must regularlyreport any grants so made, and the Committee or the Subcommittee may revoke any delegation of authority at anytime.

Role of Compensation Consultants in the Executive Compensation Process

In carrying out its responsibilities, the Compensation Committee periodically reviews and evaluates the componentsand competitiveness of the Company’s executive compensation program, using information drawn from a variety ofsources, including information provided by outside compensation consultants, legal counsel and other advisors, as wellas the Committee’s own experience in recruiting, retaining and compensating executives. The CompensationCommittee has the sole authority to retain and oversee the work of outside compensation consultants, legal counseland other advisors in connection with discharging its responsibilities, including the sole authority to determine suchconsultants’ or advisors’ fees and other retention terms. The Company provides such funding as the CompensationCommittee determines to be necessary or appropriate for payment of compensation to consultants and advisorsretained by the Committee.

Since December 2009, the Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to serve asits independent outside compensation consultant. Representatives from FW Cook regularly attend CompensationCommittee meetings and provide advice to the Committee on a variety of compensation-related matters. TheCompensation Committee seeks input from FW Cook on competitive market practices, including evolving trends andbest practices. During 2017, FW Cook assisted the Compensation Committee with respect to the design of theCompany’s executive compensation program and determination of targeted compensation levels thereunder, includingbase salary levels, the 2017 annual cash incentive and long-term equity incentive awards, and the overall mix of totaldirect compensation for the Chief Executive Officer and other senior executives. FW Cook also advised theCompensation Committee in connection with its review and approval of compensation packages offered to executives,as well as the design of and modifications to the executive compensation program for 2018. At the request of theCompensation Committee, FW Cook periodically reviews the compensation components and levels of the Company’sexecutive officers and advises the Committee on the appropriateness of the Company’s executive compensationprogram in the context of its overall compensation philosophy. Under the terms of its engagement, FW Cook does notprovide any other services to the Company and works with management only on matters for which the CompensationCommittee has oversight responsibility. The Compensation Committee has assessed the independence of FW Cookpursuant to applicable SEC and NASDAQ rules (including consideration of the six independence factors specified inNASDAQ Listing Rule 5605(d)(3)(D)) and concluded that no conflict of interest exists that would prevent FW Cook fromserving as an independent compensation consultant to the Committee.


Management provides information and makes recommendations to the Compensation Committee from time to timeregarding the design of the Company’s executive compensation program. In formulating its recommendations,management reviews information from a variety of sources, including information provided by outside compensationconsultants. During 2017, management engaged Willis Towers Watson to serve as management’s outside compensationconsultant. Willis Towers Watson provided market data and other information to management in connection with thedesign of the Company’s executive compensation program, including a review of base salary, total cash compensationand total direct compensation levels for the Chief Executive Officer and other senior executives. Willis Towers Watsonalso advised management on potential voting recommendations by proxy advisory firms with respect to the Company’sexecutive compensation program. Certain of the market data and other information provided by Willis Towers Watsonwas also made available to the Compensation Committee and its independent outside compensation consultant, FWCook.

Management’s Role in the Executive Compensation Process

The Company’s executive officers provide support and assistance to the Compensation Committee and theSubcommittee on a variety of compensation-related matters. Each year, the Chief Executive Officer and other seniorexecutives provide input to the Subcommittee regarding the design of the Company’s annual cash incentive plan andannual long-term equity incentive plan, including proposed performance goals and objectives and a list of participantseligible to receive awards. The Subcommittee then determines the structure and components of the annual cashincentive and long-term equity incentive awards after considering management’s recommendations, as well as inputfrom the Subcommittee’s independent outside compensation consultant. With respect to performance-based awards,following the completion of each performance period, the Chief Financial Officer provides the Subcommittee with acertification of the Company’s actual performance relative to the stated performance goals and the resulting payouts toparticipants based on such performance. Under the terms of the annual cash incentive plan, payouts to executivesother than the Chief Executive Officer can be adjusted by the Subcommittee by up to +/-25% (subject to the maximumincentive award opportunities established by the Subcommittee for purposes of Section 162(m) of the Internal RevenueCode) at the recommendation of the Chief Executive Officer, based on his assessment of each executive’s individualperformance. The Subcommittee then determines the actual incentive payouts to eligible participants after taking intoaccount Company and individual performance and any other relevant facts and circumstances.

The Chief Executive Officer and other executives with expertise in compensation, benefits, tax, accounting and legalmatters provide information and make recommendations to the Compensation Committee from time to time oncompensation-related matters, including proposed employment, retention, relocation, severance and othercompensatory arrangements, base salary levels, annual cash incentive plans, long-term equity incentive awards, annualcompensation risk assessments and evolving trends and best practices in executive compensation. Executives alsopresent information to the Compensation Committee regarding the Company’s business and financial performance,strategic initiatives, legal and regulatory developments and other relevant matters. In accordance with applicableNASDAQ rules, the Chief Executive Officer may not be present during any voting or deliberations by the CompensationCommittee or Subcommittee with respect to his compensation.

Compensation Committee Interlocks and Insider Participation

Six non-management directors served on the Compensation Committee during 2017: Ms. Hill (until her retirement fromthe Board in May 2017), Ms. Mathews-Spradlin and Messrs. Kass, Levato, May (upon his appointment to theCompensation Committee in May 2017) and Rothschild.

During 2017: (i) no member of the Compensation Committee had ever served as an officer or employee of theCompany, except that Mr. Levato served as the Company’s Executive Vice President and Chief Financial Officer fromApril 1993 to August 1996 and Mr. May served as President and Chief Operating Officer of the predecessor of theCompany from April 1993 to June 2007; (ii) no member of the Compensation Committee was party to any relatedperson transaction or other relationship requiring disclosure under Item 404 of SEC Regulation S-K, except that, aspreviously noted above, Mr. May is the President and a founding partner and Principal of Trian Partners, which is asignificant and long-term stockholder of the Company and party to that certain agreement with the Company describedunder the caption “Certain Relationships and Related Person Transactions;” and (iii) none of the Company’s executiveofficers served as a member of the board of directors or the compensation committee, or a similar committee, of anyother entity, one of whose executive officers served on the Board of Directors, the Compensation Committee or theSubcommittee.


NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Committee Members: Committee Functions:Peter H. Rothschild (Chair)Joseph A. LevatoArthur B. Winkleblack

Number ofMeetings in 2017: 12

As more fully described in its charter, the Nominating and Corporate GovernanceCommittee assists the Board by:

• Identifying individuals qualified to become members of the Board, consistent withany guidelines and criteria approved by the Board;

• Considering and recommending director nominees for the Board to select inconnection with each annual meeting of stockholders;

• Considering and recommending nominees for election to fill any vacancies on theBoard and to address related matters;

• Recommending to the Board the committee assignments of directors;

• Developing and recommending to the Board corporate governance principlesapplicable to the Company; and

• Overseeing an annual evaluation of the Board’s performance.

Independence. The Board of Directors has determined that each member of the Nominating and CorporateGovernance Committee satisfies the independence requirements of NASDAQ.

OTHER BOARD COMMITTEES

Capital and Investment Committee. The Capital and Investment Committee is responsible for approving theinvestment of the Company’s excess funds (i.e., funds not currently required for operations or acquisitions) andexercising approval authority for certain transactions (such as capital expenditures, acquisitions, dispositions andborrowings) within amounts specified by the Board.

Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee meets at least onceannually and oversees and reviews the Company’s various social responsibility initiatives, as well as related risks andopportunities. The Corporate Social Responsibility Committee is also responsible for reviewing and approving theCompany’s charitable contributions (subject to review and approval by the Audit Committee of any proposed charitablecontribution that would constitute a related person transaction) and recommending to the Board any changes to themaximum amount of charitable contributions that may be made by the Company in any fiscal year.

Executive Committee. During intervals between meetings of the Board, the Executive Committee may exercise all ofthe powers and authority of the Board in the management of the business and affairs of the Company, including,without limitation, all such powers and authority as may be permitted under Section 141(c)(2) of the Delaware GeneralCorporation Law.

Technology Committee. In November 2017, the Board established the Technology Committee to assist the Board indischarging the Board’s oversight responsibilities relating to information technology and cybersecurity matters involvingthe Company’s digital customer engagement initiatives, including restaurant point-of-sale systems, digital ordering tools(such as kiosks, online ordering capabilities and mobile ordering applications) and digital and mobile customer loyaltyprograms. To the extent practicable, the Technology Committee will also review with management any supply chain-related technology matters.

EXECUTIVE SESSIONS OF THE BOARD

The Board of Directors holds regularly scheduled executive sessions in which non-management directors meet withoutany members of management present. The Chairman or, in his absence, the Vice Chairman, presides over theseexecutive sessions. The Board also meets at least twice a year in executive session with only independent directorspresent. Annually, the Chair of the Audit Committee, Compensation Committee and Nominating and CorporateGovernance Committee rotate presiding over these executive sessions, with Mr. Rothschild presiding in 2017.

BOARD’S ROLE IN RISK OVERSIGHT

The Board of Directors provides oversight with respect to the Company’s risk assessment and risk managementactivities, which are designed to identify, prioritize, assess, monitor and mitigate material risks to the Company,including financial, operational, compliance and strategic risks. While the Board has primary responsibility for risk


oversight, the Board’s standing committees support the Board by regularly addressing various risks in their respectiveareas of responsibility. The Audit Committee focuses on financial risks, including reviewing with management, theCompany’s internal auditors and the Company’s independent registered public accounting firm the Company’s majorrisk exposures (with particular emphasis on financial risk exposures), the adequacy and effectiveness of the Company’saccounting and financial controls and the steps management has taken to monitor and control such exposures,including the Company’s risk assessment and risk management policies. The Compensation Committee considers riskspresented by the Company’s compensation policies and practices for its executive officers and other employees, asdiscussed below under the caption “Compensation Risk Assessment.” The Nominating and Corporate GovernanceCommittee reviews risks related to the Company’s corporate governance structure and processes, including directorqualifications and independence, stockholder proposals related to governance, succession planning and theeffectiveness of our Corporate Governance Guidelines. The Board’s risk oversight function is also supported by a RiskOversight Committee composed of members of senior management. The Risk Oversight Committee is exclusivelydevoted to prioritizing and assessing all categories of enterprise risk, including risks delegated by the Board of Directorsto the Board committees, as well as other operational, compliance and strategic risks facing the Company. Each of thesecommittees reports directly to the Board.

The Board believes that its current leadership structure supports the risk oversight function of the Board. Having theroles of Chief Executive Officer and Chairman filled by separate individuals allows the Chief Executive Officer to leadsenior management in its supervision of the Company’s day-to-day business operations, including the identification,assessment and mitigation of material risks, and allows the Chairman to lead the Board in its oversight of the Company’srisk assessment and risk management activities.

COMPENSATION RISK ASSESSMENT

As part of the Board’s risk oversight function, the Compensation Committee conducts an annual review of compensation-related risk. In February 2018, the Compensation Committee and its independent advisors met with management toreview management’s conclusion that the Company’s compensation policies and practices for its employees do not createrisks that are reasonably likely to have a material adverse effect on the Company. Management reviewed with theCompensation Committee the various factors underlying management’s conclusion, including the performance objectivesand target levels used in connection with the Company’s incentive awards, as well as the features of the Company’scompensation plans that are designed to mitigate compensation-related risk, including the following:

• Plan and award metrics are tied directly to overall profitability;

• Various methods for delivering compensation are utilized, including cash-based and equity-basedincentives with different time horizons that provide a balanced mix of both short-term and long-termincentives;

• Performance-based awards have fixed maximum payouts;

• The Company has the right to reduce or eliminate payouts under incentive awards through the use ofnegative discretion, including if a participant’s behavior is in conflict with the Company’s Code of BusinessConduct and Ethics or any other Company policy or procedure;

• Annual incentive payouts are not made until the Company’s financial statements are audited by theCompany’s independent registered public accounting firm and plan results are certified by the ChiefFinancial Officer; and

• All incentive awards granted under the 2010 Omnibus Award Plan contain clawback provisions in favor ofthe Company in the event the Company is required to materially restate its financial statements or a courtdetermines that a participant has engaged in a “detrimental activity” (as defined in the 2010 OmnibusAward Plan).

With respect to the Company’s compensation program for executive officers, the Compensation Committee concludedthat this program is appropriately designed to support the Company’s business objectives by linking executivecompensation to individual performance, the Company’s attainment of annual and multi-year operating and financialgoals and the creation of long-term stockholder value. The executive compensation program includes the followingfeatures that are designed to prevent risk-taking that could have a material adverse effect on the Company:

• Base salaries represent a sufficient component of executives’ total cash compensation so that excessiverisk-taking that might be associated with performance-based compensation is mitigated;

• Performance goals and metrics under the Company’s annual cash incentive plan are based upon realisticoperating levels that can be attained without taking inappropriate risks or deviating from normaloperations or approved strategies;


• Long-term equity incentive awards are based in part upon the Company’s performance over a multi-yearperiod, which mitigates against the taking of short-term risk;

• Incentive compensation plan design allows for adjustment of performance metrics for nonrecurring andother special items so that executives are rewarded based on the Company’s actual operating results;

• Equity-based awards represent a significant portion of executives’ total compensation, which linksexecutive compensation to the long-term value of our Common Stock; and

• The Board of Directors adopted the Stock Ownership and Retention Guidelines for Executive Officers andDirectors that require significant stock ownership by executives, which further aligns the interests ofexecutives with the interests of stockholders.

CODE OF BUSINESS CONDUCT AND ETHICS AND RELATED GOVERNANCE POLICIES

The Board of Directors has adopted several governance policies to support its risk oversight function, including our Codeof Business Conduct and Ethics (the “Code of Ethics”), Securities Trading Policy and Public Disclosure Policy.

Code of Ethics. The Code of Ethics is designed to ensure that the Company’s business is conducted with integrity. TheCode of Ethics sets forth the Company’s standards and expectations regarding business relationships, franchiseerelations, compliance with law, business conduct, conflicts of interest, use of Company assets, confidential informationand recording and reporting information. Our Code of Ethics applies to all of the Company’s directors, officers andemployees, including the principal executive officer, principal financial officer and principal accounting officer. A copy ofthe Code of Ethics is available on our website at www.wendys.com/who-we-are. Any amendments to or waivers fromthe Code of Ethics that are required to be disclosed by applicable SEC rules will also be posted on the Company’swebsite.

Securities Trading Policy. The Securities Trading Policy is intended to assist the Company and its directors, officers andemployees in complying with federal and state securities laws and avoiding even the appearance of questionable orimproper conduct in connection with securities transactions. Under our Securities Trading Policy, covered persons:

• May not trade in Company securities if they are aware of material nonpublic information;

• May not trade in the securities of another company if they are aware of material nonpublic informationabout that company which was obtained during the course of their employment with the Company;

• May not speculate in Company securities through engaging in puts, calls or short positions;

• May not engage in any other hedging transactions without pre-clearance from the Company’s legaldepartment;

• May not share material nonpublic information with others or recommend to anyone the purchase or sale ofany securities when they are aware of material, undisclosed information; and

• Must comply with certain pre-clearance and blackout procedures described in the policy.

Public Disclosure Policy. The Public Disclosure Policy is intended to support the Company’s commitment to providingtimely, transparent, consistent and credible information to the investing public, consistent with legal and regulatoryrequirements, including the SEC’s Regulation FD (Fair Disclosure). Regulation FD prohibits the Company or personsacting on its behalf from disclosing material nonpublic information to securities market professionals or stockholdersbefore disclosing the information to the general public. The Public Disclosure Policy covers all directors, officers andemployees of the Company and sets forth certain procedures and requirements that are applicable to:

• Disclosures in documents filed with the SEC;

• Statements made in annual, quarterly and current reports, press releases, communications with analysts,investors and the media, speeches and presentations; and

• Information contained on the Company’s website.

BOARD’S ROLE IN SUCCESSION PLANNING

As reflected in our Corporate Governance Guidelines, one of the key responsibilities of the Board of Directors is planningfor Chief Executive Officer succession. Succession planning addresses both contingency planning for emergencies (suchas death or disability) and succession in the ordinary course of business (such as retirement). The Board’s goal is toensure senior leadership continuity by overseeing the development of executive talent and planning for the efficientsuccession of the Chief Executive Officer. The Board has delegated oversight responsibility for succession planning tothe Nominating and Corporate Governance Committee, which periodically reviews succession plans and makesrecommendations to the Board in the event of an emergency or the retirement of the Chief Executive Officer.


The Board of Directors, with input from the Nominating and Corporate Governance Committee, conducts a periodicreview of senior leadership succession plans. During this review, the Board discusses with the Chief Executive Officerand Chief People Officer organizational needs, competitive challenges, candidates for senior leadership positions,succession timing for those positions and development plans for high-potential candidates.

BOARD AND COMMITTEE EVALUATIONS

Pursuant to our Corporate Governance Guidelines, the Board of Directors and its committees conduct annual self-evaluations under the direction of the Nominating and Corporate Governance Committee. The evaluations are intendedto provide the Board and its committees with an opportunity to evaluate their performance for the purpose ofimproving Board and committee processes and effectiveness. As part of the Board’s self-evaluation, directors considerand provide feedback on a range of issues, including interactions with and information flow from management, natureand scope of agenda items, adequacy and efficiency of meetings, Board structure and composition, committeecomposition and responsibilities, processes to ensure open communication and timely action, the effectiveness ofexecutive sessions and consideration of stockholder value and interests. Committee self-evaluations are led by thecommittee chairs and include, among other topics, a review of the roles and responsibilities set forth in the committeecharters, interactions with and information flow from management, nature and scope of agenda items, adequacy andefficiency of meetings, committee structure and composition, committee resources and the role of outside consultantsand advisors. The results of the committee self-evaluations are discussed with the full Board.


COMPENSATION COMMITTEE REPORT*

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis withthe Company’s management and, based on such review and discussions, has recommended to the Board of Directorsthat the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference intothe Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

The Compensation Committee:

Peter H. Rothschild, ChairDennis M. KassJoseph A. LevatoMichelle J. Mathews-SpradlinPeter W. May

* This Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated byreference into any Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, asamended, except to the extent the Company specifically incorporates this Compensation Committee Report by reference into suchother filing.


COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the Company’s executive compensation objectives, philosophyand practices and discusses the compensation that was awarded during 2017 to the individuals identified below as ourNamed Executive Officers.

NAMED EXECUTIVE OFFICERS (NEOS)

NAME POSITION

Todd A. Penegor President and Chief Executive Officer

Gunther Plosch Chief Financial Officer

Robert D. Wright Executive Vice President, Chief Operations Officer and International

Kurt A. Kane Chief Concept & Marketing Officer

E. J. Wunsch Chief Legal Officer and Secretary

2017 EXECUTIVE SUMMARY

In 2017, the Company reported another year of strong performance and global growth, with our North America andInternational restaurants contributing to our continued strategic and financial progress. We achieved 20 consecutivequarters of positive North America same-restaurant sales, global systemwide sales eclipsed $10 billion for the first timein Company history, North America average unit volumes reached an all-time high of $1.61 million, and we recorded ourhighest global net new restaurant growth since 2004. The Company significantly increased cash flows, and our overalloperating and financial results demonstrate the vitality of the Wendy’s brand and validate our successful transition to apredominantly franchised business model. During 2017, we drove significant improvements in our economic model,continued to strengthen the Wendy’s franchise system and created significant value for stockholders. Looking forward,the Company is poised to achieve our 2020 global growth goals by building upon the Company’s current operatingmomentum, growing the customer base of our restaurants, expanding brand access, enhancing restaurant-levelprofitability and achieving savings through continued execution of our general and administrative cost savings plan.

The Company’s key operating and financial results for 2017, along with a summary of key strategic achievements, arehighlighted below. Please refer to Annex A for a reconciliation of the non-GAAP financial measures (adjusted EBITDA,adjusted EBITDA margin, adjusted earnings per share and free cash flow) referred to below and in this CompensationDiscussion and Analysis.

• Improving the Core Economic Model

➣ Generated $406.2 million of adjusted EBITDA, a 3.7% increase year-over-year, despite the loss ofapproximately $57.0 million of adjusted EBITDA attributed to the ownership of 295 fewer Company-operated restaurants. An increase in franchise net rental income, royalties and fees and significantgeneral and administrative cost savings contributed to the improvement.

➣ Improved adjusted EBITDA margin1 by 590 basis points to 33.2%.

➣ Achieved North America system same-restaurant sales growth of 2.0% (3.6% on a two-year basis).

➣ Improved cash flows from operations by 33.2% to $251.6 million.

➣ Attained positive year-over-year free cash flow2 of $169.9 million, with year-over-year growth of$131.0 million.

➣ Delivered adjusted earnings per share growth of 7.5% to $0.43.

1 The Company calculates adjusted EBITDA margin by dividing adjusted EBITDA by total revenues. (See Annex A for the calculation ofadjusted EBITDA margin for 2017.)

2 The Company defines “free cash flow” as cash flows from operations minus capital expenditures, both as reported under GAAP.Free cash flow is a non-GAAP financial measure that is used by the Company as an internal measure of liquidity. (See Annex A for areconciliation of non-GAAP financial measures.)


• Transforming the Wendy’s Brand through Global Restaurant Development and Image Activation

➣ Continued to contemporize and elevate the restaurant experience and drive increased customertraffic and sustained sales through our global growth strategy, driven by new restaurant developmentand image activation.

➣ Achieved 1.5% global net new restaurant growth, our highest growth rate since 2004, with NorthAmerica contributing 0.5% and International contributing 14.8% net new restaurant growth in 2017.We opened 174 total new restaurants and 97 net new restaurants globally in 2017.

➣ Accelerated the enhancement of the Wendy’s brand image by reimaging 551 North Americarestaurants in 2017, an increase from the 521 reimages completed in 2016. At the end of 2017, 43% ofWendy’s global system restaurants were image activated, ahead of prior Company expectations.

• Strengthening the Wendy’s System

➣ Remained focused on recording strong 2017 results and fortifying the Wendy’s brand under ourpredominantly franchised business model, which facilitated our successful attainment of 20consecutive quarters of positive North America same-restaurant sales, two consecutive years ofpositive global net new restaurant growth and all-time high North America average unit volumes(AUVs) of $1.61 million.

➣ Further optimized our system by strengthening our franchisee base through the facilitation offranchisee-to-franchisee transfers of 540 restaurants in 2017 to new and existing franchisees who arewell-capitalized and committed to long-term growth, high operating standards and our global growthstrategy.

• Creating Significant Value for Stockholders

➣ Returned approximately $196.0 million in cash to stockholders through $127.4 million in sharerepurchases and $68.3 million in dividends.

➣ Delivered one-, three- and five-year total stockholder return of 24%, 96% and 289%, respectively.

➣ Increased our quarterly dividend rate by 8% to 7.0 cents per share in the first quarter of 2017, thensubsequently announced in February 2018 an additional 21% increase from 7.0 cents per share to 8.5cents per share.

➣ Announced a new $175 million share repurchase authorization from our Board of Directors inFebruary 2018, which is a 17% increase compared to the prior authorization.

The following graph illustrates our total stockholder return over the past three years relative to the S&P MidCap 400®

index, assuming an initial investment of $100 and reinvestment of all dividends when received.

$100

$125

$150

$175

$200

The Wendy’s Company

S&P Midcap 400

12/26/14 12/31/15 12/30/16 12/29/17

$100.00 $123.30 $158.50 $196.10

$100.00 $96.80 $116.90 $135.90

The Wendy’s Company vs. S&P Midcap 400®

TOTAL STOCKHOLDER RETURN


TOTAL STOCKHOLDER RETURN The Wendy’s Company vs. S&P Midcap 400®

The Company’s favorable performance in 2017 was reflected in the compensation delivered to our senior executives, asdescribed in this Compensation Discussion and Analysis and set forth under the “2017 Summary Compensation Table”and the related compensation tables, notes and narrative that follow. Our North America system same-restaurant salesand adjusted EBITDA performance resulted in an annual cash incentive payout at 109.0% of target, prior to adjustmentfor individual performance (other than for the Chief Executive Officer). In addition, performance unit awards granted tosenior executives in February 2015 were based on two equally weighted performance measures, relative totalstockholder return and the Company’s cumulative adjusted earnings per share performance over the three-yearperformance period beginning December 29, 2014 and ending December 31, 2017, and resulted in an overall weightedattainment of 167.9% of target.

Our stockholders expressed positive support of our compensation governance through their 2017 annual say-on-payadvisory vote, and the Compensation Committee remains committed to best practices in compensation governanceconsistent with our pay-for-performance philosophy. The following table highlights key features of our executivecompensation program that demonstrate the Company’s ongoing commitment to protecting stockholder intereststhrough sound compensation governance practices.

WHAT WE DO WHAT WE DO NOT DO

✓ Hold an annual say-on-pay advisory vote for stockholders. Provide annual or multi-year incentiveguarantees.

Provide excessive perquisites or benefits toexecutives.

Grant equity awards at less than fair marketvalue.

Offer pension benefits to executives.

Pay dividends on equity awards that arenot earned or vested.

Gross-up excise taxes upon a change incontrol.

Reprice underwater stock options.

Permit speculative trading, hedging orderivative transactions in our CommonStock.

✓ Use an appropriate mix of cash and non-cash compensation,with an emphasis on variable (at-risk) compensation.

✓ Engage independent outside compensation consultants and utilizemarket and industry data to ensure we compensate fairly andcompetitively, but not excessively.

✓ Set meaningful performance goals at the beginning of annualand multi-year performance periods.

✓ Balance short-term and long-term compensation to discourageshort-term risk taking at the expense of long-term results.

✓ Mitigate undue risk-taking by utilizing multiple performancemetrics, imposing caps on individual payouts, employing aclawback policy for equity awards and performing an annualcompensation risk assessment.

✓ Limit accelerated vesting of equity awards by requiring a“double trigger” upon a change in control.

✓ Set significant stock ownership and retention guidelines for theChief Executive Officer and other executives.

A PHILOSOPHY OF PAY-FOR-PERFORMANCE

Objectives of the Executive Compensation Program

The compensation program for the Company’s senior executives is designed to support the Company’s businessobjectives by linking executive compensation to individual performance, the Company’s attainment of annual and multi-year operating and financial goals and the creation of long-term stockholder value. The primary objectives of theexecutive compensation program are to:

• Motivate achievement of the Company’s performance and strategic business goals;

• Attract and retain highly qualified executives by paying competitive compensation levels if performancecommensurate to peers is achieved; and

• Align the interests of executives with those of the Company’s stockholders.

Emphasis on Variable Compensation

The Compensation Committee believes that a substantial portion of the total compensation for senior executives shouldbe variable (i.e., at-risk) and tied to Company performance. Variable compensation is dependent on our financial andoperational success and the achievement of strategic business objectives that create value for our stockholders. Thispay-for-performance philosophy aligns executive pay with the Company’s business objectives and ensures thatexecutives are responsive and accountable to stockholder interests.


Total direct compensation for senior executives is composed of three elements: (i) base salary; (ii) annual cashincentives; and (iii) long-term equity incentives. The charts below illustrate how these three components (at targetedlevels of performance) were allocated for 2017 to create the overall pay mix for the Chief Executive Officer and theother NEOs as a group.

CEO Pay Mix Other NEO Pay Mix

Performance-Based (At-Risk) Compensation: 83% Performance-Based (At-Risk) Compensation: 71%

Salary

17%

Long-TermEquity

Incentive61%

Annual CashIncentive

22%

Salary

29%Long Term

EquityIncentive

49%Annual Cash

Incentive22%

As reflected by the charts, performance-based incentives constitute the most significant portion of total directcompensation for senior executives, consistent with the Company’s pay-for-performance philosophy. By utilizing a highproportion of at-risk compensation, the executive compensation program offers senior executives an opportunity forincreased compensation in the event of successful Company performance, matched with the prospect of reducedcompensation in the event Company performance goals are not achieved.

Alignment of CEO Compensation and Company Performance

Our annual cash incentives and long-term equity incentives are designed to motivate and reward executiveperformance based on the Company’s achievements under the four key performance metrics of our 2017 annual andlong-term incentive plans.3 Highlighting the alignment between our executive pay and Company performance, thecharts below show the total direct compensation of our Chief Executive Officer as compared to the Company’sperformance under these four metrics.

CEO Compensation

$8.3m

2015 2016

$5.1m

2017

$5.5m

CEO COMPENSATION

This chart indicates the total direct compensation of our ChiefExecutive Officer for each of 2015, 2016 and 2017, as reported in the“2017 Summary Compensation Table.” Mr. Brolick’s compensation isshown for 2015 when he served as our Chief Executive Officer, andthe amounts shown for 2016 and 2017 reflect only Mr. Penegor’scompensation. (Mr. Brolick retired from management duties in May2016. As part of the Chief Executive Officer succession plan,Mr. Penegor became our President in January 2016 and thensucceeded Mr. Brolick as Chief Executive Officer effective in May2016.)

3 See Annex A for a reconciliation of non-GAAP financial measures. The Company’s 2015 adjusted EBITDA and adjusted earnings pershare have been reclassified to conform to the 2016 presentation to reflect (i) the Company’s sale of its bakery operations in May2015 and presentation of its bakery results as discontinued operations and (ii) changes to the Company’s presentation of itsSystem Optimization initiative in its statements of operations beginning in 2015. The Company has provided reclassifiedstatements of operations and updated reconciliations of non-GAAP financial measures on the Investors section of its websiteunder “Non-GAAP Financial Measures.”


CEO Pay Mix Performance-Based (At Risk) Compensation: 83% Other NEO Pay Mix Performance-Based (At Risk) Compensation: 71% CEO Compensation

Same-Restaurant Sales Growth20 Consecutive Quarters of Positive

SRS in North America

1 year 2 year

3.6%

2.0%

4.9%

3.3%

4.9%

1.6%

SAME-RESTAURANT SALES

On a one- and two-year basis, the Company experiencedpositive same-restaurant sales growth that was achievedby our focus on driving profitable customer countssupported by a balanced marketing strategy. As a resultof our efforts, in fourth quarter 2017, we recorded 20consecutive quarters of positive same-restaurant sales inNorth America.

Adjusted EBITDAStrong Earnings and Adjusted EBITDA Margin Growth

Adjusted EBITDA

2015 2016

$406m

$392m $392m

2017

Adjusted EBITDA Margin

2015 2016

33.2%

21.0%

27.3%

2017

ADJUSTED EBITDA

The Company’s continued brand transformation and aimto generate higher quality of earnings resulted in afavorable increase in adjusted EBITDA margin from21.0% in 2015 to 33.2% in 2017. Our adjusted EBITDAremained resilient and increased from $392 million in2015 to $406 million in 2017, despite a significantreduction in ownership of Company-operatedrestaurants during that three-year period.

Solid and Consistent Earnings GrowthAdjusted Earnings Per Share

$0.33

2015 2016 2017

$0.40$0.43

ADJUSTED EARNINGS PER SHARE

The strength of the Company’s business model hasgenerated consistent adjusted earnings per shareaccretion that creates value for our stockholders, asdemonstrated by the increase in our adjusted earningsper share from $0.29 at the end of 2014 to $0.43 at theend of 2017, a 48% increase over this three-year period.

Total Stockholder ReturnDelivered Significant 3-Year TSR of 96%

23%

2015 2016 2017

28% 24%

TOTAL STOCKHOLDER RETURN

Our stockholders were rewarded by the Company’scontinued growth in our stock price and dividends,including an increase in the market price of our stockfrom $8.92 on the last trading day of 2014 to $16.42 onthe last trading day of 2017, an 84% increase over thisthree-year period. We also increased our quarterly cashdividend rate from 5.5 cents per share in first quarter2015 to 7.0 cents per share in fourth quarter 2017,which was a 27.3% increase over this three-year period.


Same-Restaurant Sales Growth 20 Consecutive Quarters of Positive SRS in North America Adjusted EBITDA Strong Earnings and Adjusted EBITDA Margin Growth Adjusted EBITDA Adjusted EBITDA Margin Adjusted Earnings Per Share Solid and Consistent Earnings Growth Total Stockholder Return Delivered Significant 3-Year TSR of 96%

As discussed under the “Emphasis on Variable Compensation” caption above, a substantial portion of our NEOcompensation is at-risk compensation. This correlation between executive compensation and Company performanceand business results is an important component of our executive compensation strategy, which has been effective inestablishing a strong alignment between the Company’s executive compensation and the interests of our stockholders,as well as our ability to attract, motivate and retain executive talent. This pay-for-performance strategy has resulted inChief Executive Officer compensation that is reasonable and directly aligned with the Company’s business objectives.

ELEMENTS OF EXECUTIVE COMPENSATION

The primary components of the executive compensation program are described in the following table.

COMPONENT PURPOSE

Base Salary• Attract and retain highly qualified executives by providing a competitive level of fixed

cash compensation that reflects the experience, responsibilities and performance ofeach executive.

Annual Cash Incentives• Align executive pay with Company performance by motivating and rewarding

executives over a one-year period based on the achievement of strategic businessobjectives.

Long-Term Equity Incentives

• Align the interests of executives with the interests of stockholders and retain highlyqualified executives by motivating and rewarding executives to achieve multi-yearstrategic business objectives.

• Create a direct link between executive pay and the long-term performance of ourCommon Stock.

Perquisites and Benefits • Provide limited perquisites and benefits, consistent with competitive marketpractice.

HOW EXECUTIVE COMPENSATION IS DETERMINED

On an annual basis, the Compensation Committee reviews the effectiveness of our executive compensation philosophy,evaluates the performance of our senior executives and establishes the executive compensation program for the then-current year. In determining the appropriate compensation package for senior executives, the CompensationCommittee, in consultation with its independent outside compensation consultant, FW Cook, considers a number offactors, including: (i) individual and Company performance; (ii) scope of responsibilities and relative importance of eachrole; (iii) qualifications and experience; (iv) competitive market practice; (v) internal pay equity; (vi) alignment withstockholder interests; and (vii) creation of long-term stockholder value.

For 2017, consistent with prior years, the Compensation Committee utilized the following approach to guide theCommittee in making executive compensation decisions:

• Targeted Compensation Levels. Compensation levels for base salary, annual cash incentives and long-termequity incentives are targeted at a competitive range of market median (i.e., +/-10% for base salary, +/-15%for target total cash compensation and +/-20% for target total direct compensation), with realized actualcompensation above or below that median range based on individual and Company performance.Individual executive compensation levels may be set above or below the median range depending onunique situations, such as recruiting considerations for new hires, sustained high performance and thedegree to which the Company position has greater or lesser responsibilities than the comparable market orindustry position.

• Competitive Market Reference. Data from companies with comparable revenue size included in the WillisTowers Watson U.S. CDB General Industry Executive Compensation Survey Report (“General Industry Data”)is used as a reference point to evaluate the overall competitiveness of our executive compensation levels.


Also, data from the Chain Restaurant Total Rewards Association Executive and Management CompensationSurvey Report (“Restaurant Industry Data”) is used as a secondary reference for relevant positions.4

• Annual Cash Incentives. The performance measures utilized for annual cash incentives are focused on ourkey performance metrics that measure earnings and growth, with adjustments of up to +/-25% tocalculated payouts based on individual performance for executives other than the Chief Executive Officer.

• Long-Term Equity Incentives. Long-term equity incentive awards consist of (i) performance units that aretied to the Company’s achievement of two key performance metrics that measure stockholder valuecreation and market performance over a three-year performance period and (ii) stock options that vestover three years.

The Compensation Committee believes this approach continues to be effective in maintaining a strong link betweenexecutive compensation and Company performance, as reflected by the Company’s strong earnings and sales growth in2017, the continued transformation of the Wendy’s brand and the Company’s ability to attract and retain a highlyqualified and motivated leadership team.

Incentive Compensation Performance Metrics

In determining the appropriate incentive compensation award levels for our senior executives, the Subcommittee (i.e.,the Performance Compensation Subcommittee) considers the Company’s achievement of pre-established performancetargets focused on a balanced mix of value-driving performance metrics. For the 2017 incentive compensation program,the Subcommittee approved four key performance metrics to measure earnings, growth, stockholder value creationand market performance for purposes of calculating components of our incentive compensation, as shown in thefollowing table.

INCENTIVE COMPENSATION COMPONENT PERFORMANCE METRICS (MEASURES)

Annual Cash Incentives• Adjusted EBITDA (earnings).

• North America Same-Restaurant Sales (growth).

Performance Units—Long-Term Equity Incentives

• Adjusted Earnings per Share, Cumulative Three-Year(stockholder value creation).

• Total Stockholder Return Relative to S&P MidCap 400(market performance).

These four performance metrics and the framework of our executive compensation program are further discussedbelow under the caption “Compensation Decisions for 2017.” The Subcommittee determined that for 2017, theperformance metrics were appropriate and consistent with our executive compensation philosophy because themetrics (i) align with earnings and growth expectations of our stockholders, (ii) serve as key indicators of our businessoperating performance, growth and profitability and (iii) hold our executives accountable for growth results andoperational, relative total stockholder return and market performance against annual and long-term businessobjectives. The key performance metrics of our 2018 executive compensation program are further discussed belowunder the caption “Changes to the Executive Compensation Program for 2018.”

4 With respect to the Compensation Committee’s review of General Industry Data (approximately 507 companies) and RestaurantIndustry Data (approximately 92 companies): (i) the Committee does not select the companies that provide information for thesurveys; (ii) the aggregate survey data is size-adjusted prior to being provided to the Committee; and (iii) the Committee does notlink information back to particular companies as the aggregate survey data is reported by executive position and not by company.The Compensation Committee utilizes this broad-based, third-party survey data to gain a general understanding of the currentcompensation practices and trends in the market and the restaurant industry. As described above, competitive market practice isonly one of several factors considered by the Compensation Committee when approving the elements and amounts ofcompensation awarded to senior executives.


2017 Non-GAAP Financial Measures

The Company used adjusted EBITDA and adjusted earnings per share for the 2017 key performance metrics, each ofwhich are non-GAAP financial measures, as internal measures of the Company’s business operating performance and asperformance measures for benchmarking against our peers and competitors (see Annex A for a reconciliation ofnon-GAAP financial measures). The Compensation Committee determined that using these measures (i) provides ourstockholders with a meaningful perspective of how our executive incentive compensation links to the underlyingoperating performance of our current business and (ii) enables our stockholders to better understand and evaluate ourhistorical and prospective operating performance as it relates to executive incentive compensation awards. TheCompensation Committee believes that adjusted EBITDA and adjusted earnings per share are important supplementalmeasures of the Company’s operating performance because these metrics eliminate items that vary from period toperiod without correlation to our core operating performance, as well as highlight trends in our business that might nototherwise be apparent when relying solely on GAAP financial measures.

COMPENSATION DECISIONS FOR 2017

Base Salary

In February 2017, the Compensation Committee reviewed the base salaries for the Company’s senior executives, takinginto account individual and Company performance and the other factors described above under the caption “HowExecutive Compensation is Determined.” After consulting with its independent outside compensation consultant, FWCook, and considering recommendations from the Chief Executive Officer with respect to the other members of thesenior executive leadership team, the Compensation Committee approved base salary increases for certain executives,including Mr. Penegor ($30,000), Mr. Plosch ($25,000), Mr. Wright ($22,000), Mr. Kane ($15,000) and Mr. Wunsch($10,000). In approving these increases, the Compensation Committee noted that the base salaries of the seniorexecutives remained within a competitive range of market median, in the aggregate, consistent with the Company’sexecutive compensation philosophy.

Guiding Principles for Annual and Long-Term Incentive Plans

In February 2017, the Subcommittee approved the 2017 annual cash incentive and long-term equity incentivecompensation framework for senior executives. The design of the 2017 annual and long-term incentive plans wasguided by four key principles:

• Growth must be achieved for any payment. Growth over the prior year is required for incentive payouts,even at threshold levels of performance.

• Reward executives consistent with external stockholder guidance. Target payout levels were designed tomotivate and reward performance that is equal to or greater than the Company’s external stockholderguidance range to align executives’ interests with those of our stockholders.

• Align executive compensation with Company performance relative to restaurant industry competitors.Performance goals were pre-established taking into consideration the historic performance of theCompany’s peers as well as stockholder expectations.

• Establish challenging and appropriate incentive performance goals. Incentive design and payouts shouldsupport achievement of the Company’s growth goals and align with the Company’s annual operating plan,with achievement of performance targets resulting in target incentive payouts and outperformance ofbusiness goals providing for additional compensation opportunities.

Annual Cash Incentive Compensation

The 2017 annual incentive plan was based on the achievement of two key performance metrics—adjusted EBITDA andsame-restaurant sales. Adjusted EBITDA measures earnings and reflects the Company’s focus on increasing operatingprofitability, while same-restaurant sales measures growth and represents a fundamental operating performancemeasure for the Company’s business. In selecting these metrics, the Subcommittee noted that adjusted EBITDA andsame-restaurant sales are prevalent restaurant industry measures, and management’s ability to attain thepre-established goals for these metrics was critical to achieving the Company’s business objectives for 2017 and drivinglong-term stockholder value.


The following table identifies the performance metrics, incentive opportunities and actual results achieved under the2017 annual incentive plan.

DESIGN OF 2017 ANNUAL INCENTIVE PLAN

PERFORMANCE METRIC WEIGHT

THRESHOLD

(50% PAYOUT)TARGET

(100% PAYOUT)MAXIMUM

(200% PAYOUT)2017 ACTUAL

ACHIEVEMENT

2017 ACTUAL

PAYOUT %WEIGHTED

PAYOUT %

Adjusted EBITDA5 60% $375.0M $400.0M $430.0M $406.2M 121.0% 72.6%

Same-Restaurant Sales6 40% +0.50% +2.30% +4.25% +2.02% 91.0% 36.4%

2017 Total Payout % 109.0%

The following table shows the target opportunities and actual payouts for the NEOs under the 2017 annual incentive plan.The target payout levels are expressed as a percentage of base salary in effect as of the end of 2017. Annual cash incentivepayouts can be adjusted upward or downward by 25% based on an assessment of each executive’s individual performancefor all NEOs other than the Chief Executive Officer. In no event may an executive’s payout exceed the maximum incentiveaward opportunity established for that individual. Our Chief Executive Officer is not eligible for individual performanceadjustments because the Compensation Committee determined that Chief Executive Officer performance is reflected inthe aggregate results of our senior executive leadership team and the Company’s overall short- and long-term financialresults. In approving the target payout levels, the Subcommittee noted that the 2017 target total cash compensation forthe Company’s senior executives fell within a competitive range of market median, in the aggregate, consistent with theCompany’s executive compensation philosophy. The actual payouts for the NEOs were approved by the Subcommittee inFebruary 2018 based on the Company’s 2017 adjusted EBITDA and same-restaurant sales results and the application ofindividual performance multipliers for each NEO other than our Chief Executive Officer.

TARGET PAYOUT LEVELS AND ACTUAL PAYOUTS UNDER 2017 ANNUAL INCENTIVE PLAN7

PARTICIPANT

ANNUAL

SALARY ($)

INCENTIVE

TARGET AS

% OF SALARY

ANNUAL

INCENTIVE

TARGET ($)

WEIGHTED PAYOUT

% ACHIEVED

FOR 2017

INDIVIDUAL

PERFORMANCE

MULTIPLIER

TOTAL 2017ANNUAL INCENTIVE

PAYOUT ($)

Todd A. Penegor 930,000 125% 1,162,500 109% — 1,267,125

Gunther Plosch 500,000 75% 375,000 109% 115% 470,000

Robert D. Wright 552,000 75% 414,000 109% 109% 490,000

Kurt A. Kane 450,000 75% 337,500 109% 110% 405,000

E. J. Wunsch 410,000 75% 307,500 109% 112% 375,000

The individual performance multipliers for Messrs. Plosch, Wright, Kane and Wunsch reflect Mr. Penegor’s assessment ofeach executive’s performance during 2017 as measured against pre-established performance goals set at the beginning of

5 “Adjusted EBITDA” is defined as earnings for fiscal 2017 before interest, taxes, depreciation and amortization, as adjusted (i) within the“Reconciliation of Net Income to Adjusted EBITDA” non-GAAP reconciliation table (or similarly titled non-GAAP reconciliation table) aspresented in the Company’s fiscal 2017 earnings release and (ii) to exclude the impact of specific non-recurring and unusual items orother adjustments, to the extent approved by the Subcommittee. For purposes of the 2017 annual incentive plan, the specificadjustments applied in calculating adjusted EBITDA from the Company’s reported 2017 financial results are shown in Annex A.

6 “Same-restaurant sales” is defined as North America system same-restaurant sales for Company-operated restaurants andfranchised restaurants located in the U.S. and Canada, excluding the impact of currency translation. Same-restaurant sales arereported for new restaurants that have been open for 15 continuous months and for reimaged restaurants as soon as they reopen.

7 In conjunction with establishing the 2017 annual incentive plan, the Subcommittee approved an Internal Revenue CodeSection 162(m)-compliant plan with a threshold performance goal for 2017 of net operating profit (before taxes) of $180.5 million,excluding: (i) all asset write-downs (including asset impairment and goodwill impairment charges); (ii) reorganization andrealignment costs; and (iii) “System optimization gains, net” as reported by the Company on its financial statements. Achievementof this performance goal (which was $20.8 million higher than the 2016 performance goal) allowed for the funding of an annualincentive pool with maximum incentive award opportunities for eligible participants. Based on 2017 results, the Subcommitteecertified that the Company satisfied such threshold performance goal. The Subcommittee then approved incentive payouts tosenior executives under the 2017 annual incentive plan based on the Company’s achievement of the performance metrics underthat plan (i.e., adjusted EBITDA and same-restaurant sales), as adjusted for individual performance, which resulted in payoutsbelow the maximum incentive award opportunities established for purposes of Section 162(m).


the fiscal year. The Subcommittee determined that positive adjustments were appropriate to reward these executives’contributions to the Company’s strong financial performance and successful execution of our strategic initiatives in 2017.

Long-Term Equity Incentive Compensation

In February 2017, the Subcommittee approved the 2017 long-term equity incentive compensation framework for seniorexecutives. Consistent with the prior year, 2017 long-term equity incentive awards were comprised of equally weightedperformance units and stock options, as summarized in the following table.

DESIGN OF 2017 LONG-TERM INCENTIVE PLAN

COMPONENT WEIGHT VESTING TIMING OF GRANT8 RATIONALE

PerformanceUnits

50% • Three-year cliff vesting,subject to the Company’sachievement ofpre-determined, objectiveperformance metrics.

• Granted first quarter(February 2017)

• Performance metrics areestablished at the beginningof the Company’s three-yearperformance period.

• Value is dependent on theCompany’s achievement ofmulti-year strategic businessobjectives and the price of ourCommon Stock.

• Cliff vesting requiresexecutives to remain with theCompany through theperformance period to realizethe full value of the award.

StockOptions

50% • Three-year ratable vesting. • Granted third quarter (August2017)

• Consistent with historicalpractice and the timing oflong-term equity awards toother eligible employees.

• Delivers value only if the priceof our Common Stockincreases.

• Aligns the interests ofexecutives with the long-terminterests of stockholders.

2017 Performance Unit Awards. The extent of the vesting and payout of the 2017 performance unit awards is based onthe Company’s achievement of the performance goals under two equally-weighted performance metrics – cumulativeadjusted earnings per share and relative total stockholder return – over a three-year performance period (January 2,2017 through December 29, 2019), as described in the following table.

PERFORMANCE METRICS FOR 2017 PERFORMANCE UNIT AWARDS

PERFORMANCE METRIC

THRESHOLD

(37.5% PAYOUT)TARGET

(100% PAYOUT)MAXIMUM

(200% PAYOUT) RATIONALE

Adjusted Earnings Per Share,Cumulative Three-Year9

$1.40 $1.54 $1.90 • Motivates executives to achieve consistent,long-term earnings growth.

(Compounded Annual Growth Rate) 8% 13% 25% • Rewards executives based on an internaloperating measure with clear line of sight.

Relative Total Stockholder Return(Ranking vs. S&P MidCap 400)

25thPercentile

50thPercentile

≥ 90thPercentile

• Motivates executives to drive superior, long-term growth in share price and dividends.

• Rewards executives based on the Company’srelative performance compared to a broadmarket index.

8 The Subcommittee has not adopted any formal policy to time the grant of equity awards with the release of non-public informationand retains discretion to determine the grant dates for annual and special equity awards taking into account all relevant factors. Allof the performance unit awards and stock options granted to senior executives during 2017 were issued during open tradingwindows established under the Company’s Securities Trading Policy.

9 “Adjusted earnings per share” is defined as diluted net income per share (after taxes) as reported on the Company’s ConsolidatedStatements of Operations, as adjusted (i) within the “Reconciliation of Net Income and Diluted Earnings per Share to AdjustedIncome and Adjusted Earnings per Share” non-GAAP reconciliation table (or similarly titled non-GAAP reconciliation table) aspresented in the Company’s fiscal 2017, 2018 and 2019 earnings releases and (ii) to exclude the after-tax impact of any otherextraordinary, unusual or nonrecurring events as described in “Management’s Discussion and Analysis of Financial Condition andResults of Operations” appearing in the Company’s annual report to stockholders for the applicable fiscal year.


The Subcommittee considered both cumulative adjusted earnings per share and relative total stockholder return to beimportant indicators of Company performance compared to the market. Further, the Subcommittee selected these twoperformance metrics in recognition of compensation governance best practices and marketplace trends to utilizemultiple performance metrics in long-term incentive plan design. The Subcommittee concluded that the design of the2017 performance unit awards was consistent with market and industry practice and intended to align with stockholderinterests and the creation of long-term stockholder value.

Following the end of the performance period, the Subcommittee will review the extent to which the performancemetrics have been achieved under the 2017 long-term incentive plan and will determine the number of shares ofCommon Stock that are issuable to each participant. Under the terms of the awards, there is no vesting of performanceunits if actual performance falls below threshold levels of performance. Consistent with prior year awards, theperformance units include dividend equivalent rights, representing the right to receive additional performance units inlieu of cash dividends paid with respect to the shares of Common Stock actually earned, if any, at the completion of theperformance period.

Grant Date Target Value of 2017 Long-Term Equity Incentive Awards. The Subcommittee determined the grant datetarget value of the 2017 long-term equity incentive awards for senior executives by assessing the impact of the value ofthese awards on each executive’s target total direct compensation, competitive market practices and the performanceof the Company and each executive.

In determining the grant date target value of Mr. Penegor’s 2017 long-term equity incentive award, the Subcommitteediscussed Mr. Penegor’s 2017 performance objectives and 2016 performance results, including certain quantitative andqualitative measures, and gave particular consideration to Mr. Penegor’s leadership role in driving improved Companyperformance during 2016 and his contributions to the Company’s success since he became Chief Executive Officer inMay 2016. The Subcommittee also discussed competitive market compensation data and information provided by theSubcommittee’s independent outside compensation consultant, FW Cook. After considering the foregoing and all otherrelevant factors, the Subcommittee determined that a 2017 long-term equity incentive award with a grant date targetvalue of $3,250,000 (which placed Mr. Penegor’s target total direct compensation for 2017 at the lower end of acompetitive range of market median) was appropriate in light of Mr. Penegor’s recent promotion to Chief ExecutiveOfficer in May 2016 and experience relative to the market. This compares to his 2016 long-term equity incentive awardwith a grant date target value of $2,750,000, with the increase reflective of competitive practice, as well asMr. Penegor’s exceptional leadership and the continued momentum in the Company’s performance, strategic directionand brand and economic relevance.

The values of the 2017 long-term equity incentive awards for Messrs. Plosch, Wright, Kane and Wunsch weredetermined by the Subcommittee after consideration of several factors, including individual and Company performance,the value of prior year awards, competitive market practice, internal pay equity, the terms of individual employmentarrangements (if applicable) and recommendations from Mr. Penegor. In approving these awards, the Subcommitteenoted that the 2017 target total direct compensation for senior executives fell within a competitive range of marketmedian, in the aggregate, consistent with the Company’s executive compensation philosophy.

Retention Long-Term Equity Incentive Award for Mr. Kane. To reinforce the retention and engagement of Mr. Kane inhis current leadership role, in August 2017, the Compensation Committee approved a one-time retention long-termequity incentive award for Mr. Kane. This retention award was provided in addition to the equity incentive awardgranted to Mr. Kane under our 2017 long-term incentive plan for senior executives. The retention award was valued at$250,000, consisted of restricted stock units and is subject to a three-year cliff vesting period that requires Mr. Kane toremain with the Company until the vesting date to realize the full value of the award.

ADDITIONAL COMPENSATION DECISIONS

Vesting of 2014 Performance Unit Awards

In February 2014, the Subcommittee awarded performance units to the Company’s senior executives, including Messrs.Penegor and Wright, as part of the Company’s 2014 executive compensation program. The performance units vestedand became payable upon the conclusion of the three-year performance period (December 30, 2013 through January 1,2017), based on the Company’s achievement of adjusted earnings per share growth over such performance period. Theperformance goal, actual achievement and payout levels are described in the following table.


ADJUSTED EARNINGS PER SHARE10

PERFORMANCE VALUE

COMPOUNDED

GROWTH RATE

PAYOUT AS

% OF TARGET

Below Threshold Level < $0.32 — 0.0%

Threshold Level $0.32 2.0% 37.5%

Above Threshold $0.35 5.0% 75.0%

Target Level $0.40 10.0% 100.0%

Above Target $0.45 14.0% 150.0%

Maximum Level $0.50 19.0% 200.0%

Actual Achievement $0.41 10.8% 110.0%

In February 2017, the Subcommittee certified the Company’s achievement of the adjusted earnings per shareperformance goals and approved share payouts equal to 110% of the performance unit awards to Mr. Penegor (53,206shares) and Mr. Wright (19,346) without exercising negative discretion.

Changes to the Executive Compensation Program for 2018

In December 2017, the Compensation Committee conducted its annual review of the Company’s executivecompensation philosophy and determined that the executive compensation program has been effective in attractingand retaining top talent, is strongly aligned with the interests of stockholders and provides a significant link betweenexecutive compensation and Company performance. Accordingly, the Compensation Committee, after consultationwith FW Cook, decided to continue the current executive compensation program, subject to certain enhancements asapproved by the Compensation Committee and described in the following table. The Compensation Committeedetermined that the framework of the 2018 executive compensation program reinforces our pay-for-performancephilosophy and aligns with the Company’s business strategies and our stockholders’ interests.

2018 EXECUTIVE COMPENSATION PROGRAM RATIONALE

Annual Cash Incentives • Maintained a 40% weighting and focus ongrowth metrics:

O Introduced global systemwide sales,weighted at 20%, as an additional keygrowth performance metric.

O With the addition of the new globalsystemwide sales measure, decreasedthe weighting of the same-restaurantsales key growth performance metricfrom 40% to 20%.

• Retained adjusted EBITDA, weighted at 60%, asa key earnings performance metric.

• Consistent with the Company’s objectives todrive global unit growth and organic growth ofexisting restaurants through increased salesand customer visits.

• Recognizes the Company’s transition to apredominantly franchised business model.

(Table continued on the following page.)

10 With respect to the 2014 performance unit awards only, “adjusted earnings per share” was defined as diluted net income (loss) pershare (after taxes) attributable to The Wendy’s Company as reported on the Company’s Consolidated Statements of Operationsappearing in the Company’s annual report to stockholders for the applicable fiscal year, as adjusted to exclude the after-tax impactof certain adjustments detailed in the performance unit award agreement. In February 2017, the Subcommittee also determinedthat the Company’s sale of its bakery operations in May 2015 and presentation of its bakery results as discontinued operations fellwithin the provisions of the 2014 performance unit award agreements that allowed reported earnings per share adjustments for,among other things, extraordinary, unusual or non-recurring events. This determination resulted in the exclusion of the bakery’searnings per share impact of $0.01 from the performance results. (This treatment was consistent with the computation of adjustedearnings per share that was applied to the vesting of the 2013 performance unit awards.)


2018 EXECUTIVE COMPENSATION PROGRAM RATIONALE

Performance Units —Long-TermEquity Incentives

• Added cumulative three-year free cash flow,weighted at 50%, as a key earningsperformance metric, which replacedcumulative three-year adjusted earnings pershare, weighted at 50%.

• Retained relative total stockholder return,weighted at 50%, as a key market performancemetric.

• Aligns with the Company’s long-term businessgoals and increased investor focus on free cashflow.

• Reinforces the strong link between executivecompensation and Company performance.

• Further aligns our executive compensationprogram with our long-term growth strategiesand strengthens our pay-for-performancephilosophy.

Peer Group Utilization • The Compensation Committee will continueutilizing General Industry Data for all NEOs andrestaurant industry survey data for all NEOsother than the Chief Executive Officer andChief Financial Officer.

• For Chief Executive Officer and Chief FinancialOfficer compensation, the CompensationCommittee will utilize an industry peer groupas a secondary compensation benchmark, inlieu of restaurant industry survey data.

• Aligns with recommended best practice andprovides a more meaningful marketcomparison for senior executive roles.

2018 Non-GAAP Financial Measures. The Company will use adjusted EBITDA, global systemwide sales and free cash flowfor the 2018 key performance metrics, each of which are non-GAAP financial measures, as internal measures of theCompany’s business operating performance and as performance measures for benchmarking against our peers andcompetitors (see Annex A for a reconciliation of 2017 non-GAAP financial measures). The Compensation Committeedetermined that utilization of adjusted EBITDA and global systemwide sales (i) provides our stockholders with a meaningfulperspective of how our executive incentive compensation links to the underlying operating performance of our currentbusiness and (ii) enables our stockholders to better understand and evaluate our historical and prospective operatingperformance as it relates to executive incentive compensation awards. The Compensation Committee also determinedthat free cash flow, which we define as cash flows from operations minus capital expenditures (both as reported underGAAP), is an important liquidity measure that communicates how much cash flow is available for working capital needs orfor repurchasing shares, paying dividends, repaying or refinancing debt, financing possible acquisitions or investments, orother uses of cash. Furthermore, the Compensation Committee considers these three non-GAAP measures to be importantsupplemental measures of the Company’s operating performance because these metrics eliminate items that vary fromperiod to period without correlation to our core operating performance, as well as highlight trends in our business thatmight not otherwise be apparent when relying solely on GAAP financial measures.

COMPENSATION GOVERNANCE MATTERS

Clawback Provisions in Equity Awards

All of the equity awards granted to senior executives and other eligible participants during 2017 contain clawbackprovisions in favor of the Company, as described below.

• In the event of a material restatement of the Company’s financial statements, the CompensationCommittee will review the facts and circumstances underlying the restatement (including any potentialwrongdoing by the participant) and may, in its sole discretion, direct the Company to recover all or aportion of the award or any gain realized on the vesting, exercise or settlement of the award.

• If a court determines that a participant has engaged in any “detrimental activity” (as defined in the 2010Omnibus Award Plan), the Company may cancel the award and require the participant to return the awardor any gain realized on the vesting, exercise or settlement of the award.

• If the Company is required by law to include an additional clawback or forfeiture provision in anoutstanding award, then such provision will apply to the award as if it had been included in the award on itsgrant date.

Stock Ownership and Retention Guidelines

The Board of Directors adopted the Stock Ownership and Retention Guidelines for Executive Officers and Directors (the“Stock Ownership and Retention Guidelines”) that require executive officers and directors to own a specified number ofshares of Common Stock based on the executive’s annual base salary or the director’s annual cash retainer for serving


on the Board. The guidelines, which are described under the caption “Stock Ownership and Retention Guidelines forExecutive Officers and Directors,” are intended to encourage executives and directors to maintain a long-term equitystake in the Company, align the interests of executives and directors with the interests of stockholders and promote theCompany’s commitment to sound corporate governance.

Anti-Hedging Policy

The Board of Directors has adopted a Securities Trading Policy to assist the Company’s employees and directors incomplying with securities laws and avoiding even the appearance of improper conduct. Under this policy, executivesand directors are prohibited from engaging in speculative transactions or transactions that are intended to hedge oroffset the value of Company securities they already own. Specifically, executives and directors: (i) may not sell Companysecurities that are not then owned; (ii) may not engage in transactions in publicly traded options of Company securities;(iii) may not engage in any other hedging transactions without pre-clearance from the Company’s legal department;(iv) may not sell Company securities within six months of their purchase; and (v) are discouraged from pledging orhypothecating Company securities. Furthermore, Company securities held in a margin account or otherwise pledged ascollateral for a loan do not count toward satisfaction of the applicable Common Stock ownership requirement under theCompany’s Stock Ownership and Retention Guidelines. As of the date of this Proxy Statement, none of the Company’sexecutive officers or directors has pledged any shares of Common Stock.

Tax and Accounting Considerations

Repeal of Section 162(m) Performance-Based Compensation Exemption. In evaluating our executive compensationprogram for 2017, the Compensation Committee and Subcommittee considered the potential impact on the Companyof Section 162(m) of the Internal Revenue Code. As effective in 2017, Section 162(m) imposed a $1.0 million limit on theamount the Company could deduct for compensation paid in any tax year to the Chief Executive Officer and the threemost-highly compensated executive officers other than the Chief Executive Officer and the Chief Financial Officer(“covered executives”). At the time the Compensation Committee and Subcommittee made its compensation decisionswith respect to the compensation awarded to covered executives in 2017, certain types of “performance-basedcompensation” were exempt from the $1.0 million limit (including income from stock options, performance-basedrestricted stock and certain formula-driven compensation that meets the requirements of Section 162(m)) if, amongother requirements, such compensation was subject to certain performance goals under a plan established by theSubcommittee and approved by our stockholders.

In making executive compensation decisions in 2017 and prior years, the Compensation Committee and Subcommitteesought to structure Section 162(m) compliant incentive compensation for covered executives in order to maximize thedeductibility of such compensation. At the same time, the Compensation Committee and Subcommittee believed that itwas important to retain discretion and maximum flexibility in designing appropriate executive compensation programsand establishing compensation levels that were in the best interests of the Company and our stockholders, as theremight have been circumstances in which the Compensation Committee or Subcommittee determined, in the exercise ofits independent judgment and to the extent consistent with our executive compensation philosophy, that it was in thebest interests of the Company and our stockholders to approve compensation that was not fully deductible. Withrespect to the compensation awarded to the NEOs during 2017, all of the cash incentive awards, stock options andperformance unit awards were designed to satisfy then-applicable requirements for deductible compensation.

The “performance-based compensation” exemption from Section 162(m) was repealed in the Tax Cuts and Jobs Act of2017, effective for tax years beginning after December 31, 2017, such that compensation paid to our covered executivesin excess of $1.0 million will not be deductible unless the compensation qualifies for transition relief applicable tocertain arrangements in place as of November 2, 2017. The Company cannot give any assurance that any annual andlong-term incentive awards outstanding after December 31, 2017 that the Compensation Committee andSubcommittee intended to satisfy the Section 162(m) “performance-based compensation” exemption requirements willin fact do so because of uncertainties regarding the application and interpretation of Section 162(m) and related issuedregulations, including the uncertain scope of the abovementioned transition relief. Our Compensation Committee andSubcommittee reserve the right to modify compensation that was initially intended to be exempt from Section 162(m) ifthe Compensation Committee or Subcommittee determines that such modifications are consistent with the Company’sbusiness needs.

Accounting Costs Related to Long-Term Equity Awards. The Compensation Committee and Subcommittee also takeinto consideration the accounting costs associated with long-term equity incentive awards granted to senior executivesand other eligible employees. Under U.S. Generally Accepted Accounting Principles (“GAAP”), grants of stock options,performance units and other share-based awards result in an accounting charge for the Company. In designing the


executive compensation program, the Compensation Committee and Subcommittee consider the accountingimplications of equity awards, including the estimated cost for financial reporting purposes and the aggregate grantdate fair value computed in accordance with FASB ASC Topic 718.

Deferred Compensation Plan

Effective January 1, 2017, the Company introduced the Wendy’s International, LLC Deferred Compensation Plan (the“Deferred Compensation Plan”). We offer participation in the Deferred Compensation Plan to key managerial and highlycompensated employees because their 401(k) plan contributions are limited under federal income tax rules applicableto highly compensated employees. Our Deferred Compensation Plan provides these key leaders with similar means ofsaving for retirement by contributing additional amounts on a tax-deferred basis, subject to the provisions of theDeferred Compensation Plan. The Deferred Compensation Plan provisions also allow the Company to makediscretionary contribution credits for a plan year; however, to date, we have elected not to make any suchcontributions. Although each NEO is eligible for participation, none of our NEOs participated in our DeferredCompensation Plan in 2017.

Consideration and Frequency of Annual Stockholder Say-on-Pay Vote

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), theCompany provides stockholders with the opportunity to cast an annual advisory vote to approve the compensation ofthe NEOs (i.e., an annual “say-on-pay” vote), as discussed under the caption “Proposal 3—Advisory Resolution toApprove Executive Compensation.” At the Company’s 2017 annual meeting of stockholders, approximately 96% of thevotes cast on the say-on-pay resolution were voted in favor of the compensation of our named executive officers for2016, as disclosed in the Company’s 2017 proxy statement. In August 2017, the Compensation Committee consideredthose voting results and believes that our stockholders generally support our executive compensation program andtherefore determined that no changes to the Company’s executive compensation program were warranted at thattime. In December 2017, the Compensation Committee conducted its annual review of the Company’s executivecompensation philosophy and approved the existing framework for the executive compensation program for 2018,subject to the modifications described above under the caption “Additional Compensation Decisions—Changes to theExecutive Compensation Program for 2018.”

Pursuant to the Dodd-Frank Act, the Company also asked stockholders to vote on whether future advisory say-on-payvotes on executive compensation should occur every year, every two years or every three years (i.e., a“say-on-frequency” vote). In February 2017, after careful consideration, our Board, upon the recommendation of theCompensation Committee, determined that holding a say-on-pay vote every year is appropriate and allows ourstockholders to express their collective views and provide timely, direct input on the Company’s executivecompensation program and practices. At the 2017 Annual Meeting of Stockholders, approximately 91% of the votes caston the say-on-frequency resolution were voted in favor of holding annual say-on-pay votes. We have conducted anannual say-on-pay vote every year since 2011, consistent with the Board’s recommendations and the preferencesexpressed by our stockholders.

The Compensation Committee will continue to review the design of the executive compensation program in light offuture say-on-pay votes, developments in executive compensation and the Company’s pay-for-performance philosophyto ensure that the executive compensation program continues to serve the best interests of the Company and itsstockholders.


2017 SUMMARY COMPENSATION TABLE

This 2017 Summary Compensation Table sets forth the salary, bonus, cash incentive awards, equity incentive awardsand all other compensation that was earned by, or paid or awarded to, the following NEOs for 2017, 2016 and 2015:

• The Company’s President and Chief Executive Officer, Todd A. Penegor;

• The Company’s Chief Financial Officer, Gunther Plosch;

• The Company’s three most highly compensated executive officers during 2017 (other than Messrs. Penegorand Plosch) who were serving as executive officers at the end of 2017:

O Robert D. Wright, Executive Vice President, Chief Operations Officer and International;O Kurt A. Kane, Chief Concept & Marketing Officer; andO E. J. Wunsch, Chief Legal Officer and Secretary.

NAME AND

PRINCIPAL POSITION YEAR

SALARY

($)BONUS

($)

STOCK

AWARDS

($) (1)

OPTION

AWARDS

($) (2)

NON-EQUITY

INCENTIVE PLAN

COMPENSATION

($) (3)

ALL OTHER

COMPENSATION

($) (4)TOTAL

($)

Todd A. Penegor(President and CEO)

2017 919,973 — 1,624,988 1,624,997 1,267,125 35,910 5,472,993

2016 897,534 — 1,374,993 1,374,998 1,395,000 75,259 5,117,784

2015 679,863 — 399,993 599,998 965,672 30,200 2,675,726

Gunther Plosch (5)(CFO)

2017 492,397 — 387,488 387,497 470,000 27,600 1,764,982

2016 318,836 150,000 974,997 374,998 323,950 122,483 2,265,264

Robert D. Wright(EVP, COO and Int’l)

2017 545,003 — 487,486 487,497 490,000 30,610 2,040,596

2016 513,493 — 449,993 524,999 566,835 30,200 2,085,520

2015 490,479 — 359,992 539,999 638,345 30,200 2,059,015

Kurt A. Kane (6)(CCMO)

2017 445,027 — 599,983 349,998 405,000 30,400 1,830,408

2016 431,315 — 324,987 325,000 424,778 30,200 1,536,279

E. J. Wunsch (7)(CLO and Secretary)

2017 406,384 — 274,983 274,997 375,000 152,458 1,483,822

(1) The amounts shown represent the aggregate grant date fair value of stock awards made to the NEOs in the yearshown, computed in accordance with FASB ASC Topic 718, disregarding any estimates of forfeitures related toperformance-based vesting conditions. See Note 15 (Share-Based Compensation) to the Company’s consolidatedfinancial statements included in the 2017 Form 10-K for the assumptions made in determining these values.

The amounts shown for 2017 reflect, among other items, the target grant date fair values of performance unitawards granted to the NEOs in February 2017 under the 2010 Omnibus Award Plan that are subject to theCompany’s achievement of performance goals established by the Subcommittee for the performance periodbeginning January 2, 2017 and ending December 29, 2019, as follows: Mr. Penegor, $1,624,988; Mr. Plosch,$387,488; Mr. Wright, $487,486; Mr. Kane, $349,988; and Mr. Wunsch, $274,983. At maximum achievementlevels, the grant date fair values of these awards would be as follows: Mr. Penegor, $3,249,976; Mr. Plosch$774,975; Mr. Wright, $974,972; Mr. Kane, $699,976; and Mr. Wunsch, $549,966. For more information regardingthe performance goals and potential payouts with respect to the 2017 performance unit awards granted to theNEOs, see “Compensation Discussion and Analysis—Compensation Decisions for 2017—Long-Term Equity IncentiveCompensation” above.

The 2017 amount shown for Mr. Kane also reflects a restricted stock unit award granted on August 11, 2017 underthe 2010 Omnibus Award Plan to reinforce the retention and engagement of Mr. Kane in his current leadershiprole. The restricted stock units will vest in full on the third anniversary of the grant date, subject to Mr. Kane’scontinued employment with the Company on the vesting date. The restricted stock units include dividendequivalent rights, representing the right to receive additional restricted stock units in lieu of cash dividends paidwith respect to the shares of Common Stock underlying the award (if and when the award vests).


(2) The amounts shown represent the aggregate grant date fair value of stock option awards made to the NEOs in theyear shown, computed in accordance with FASB ASC Topic 718. See Note 15 (Share-Based Compensation) to theCompany’s consolidated financial statements included in the 2017 Form 10-K for the assumptions made indetermining these values. For more information regarding the stock options granted to the NEOs in 2017, see“Compensation Discussion and Analysis—Compensation Decisions for 2017—Long-Term Equity IncentiveCompensation” above.

(3) The amounts shown represent the annual cash incentive payouts earned by the NEOs under the 2010 OmnibusAward Plan for the year shown based on the Company’s achievement of annual performance goals established bythe Subcommittee, as adjusted for individual performance. For more information regarding the performance goalsand potential payouts with respect to the 2017 cash incentive awards granted to the NEOs, see “CompensationDiscussion and Analysis—Compensation Decisions for 2017—Annual Cash Incentive Compensation” above.

(4) The following table sets forth the details of the “All Other Compensation” paid to the NEOs for 2017:

NAME

COMPANY

CONTRIBUTIONS

TO 401(K) PLAN

($) (a)

AUTOMOBILE

ALLOWANCE

($)

RELOCATION

REIMBURSEMENTS

($) (b)

OTHER

PERQUISITES OR

PERSONAL BENEFITS

($) (c)TOTAL

($)

Todd A. Penegor 10,800 19,200 — 5,910 35,910

Gunther Plosch 10,800 16,800 — — 27,600

Robert D. Wright 10,800 16,800 — 3,010 30,610

Kurt A. Kane 10,800 16,800 — 2,800 30,400

E. J. Wunsch 10,800 16,800 121,781 3,077 152,458

(a) The amounts shown reflect matching contributions made by the Company to the NEOs’ respective 401(k)plan accounts.

(b) The Company maintains a relocation policy that provides for the reimbursement of reasonable relocationexpenses incurred by eligible employees who are hired, promoted or transferred at the Company’s request.Under the relocation policy, an employee’s taxable relocation expenses are generally tax-assisted, meaningthat the reimbursed expenses are increased to offset the impact of applicable taxes. The relocation policyalso provides eligible employees with financial, marketing and other assistance in connection with sellingtheir existing home and buying a new home, including reimbursement of real estate commissions andcustomary closing costs. Under the relocation policy, eligible employees also may participate in a guaranteedhome sale program administered by a third-party relocation firm, where a minimum sales price is determinedby independent, licensed relocation appraisers.

The amount shown for Mr. Wunsch includes (i) relocation assistance covered by the Company through itsthird-party provider under the Company’s relocation policy in connection with his relocation to Dublin, Ohio,which was provided to Mr. Wunsch under his employment terms with the Company, and (ii) a tax assistancepayment of $1,700 made by the Company in accordance with the terms of the relocation policy.

(c) The amounts shown for Messrs. Penegor, Wright, Kane and Wunsch include the Company’s reimbursementof $2,800 for medical expenses incurred by the respective NEO under the Company’s executive physicalexamination program. The Company adopted this program to encourage executive officers to have routinemedical check-ups in an effort to maintain good health, identify health issues and drive productivity.

The amounts shown for Messrs. Penegor, Wright and Wunsch also include the Company’s reimbursement ofcommercial travel expenses for each individual’s respective spouse. On certain occasions, an executiveofficer’s spouse may accompany the executive on a trip for a specific business-related purpose. In thosecases, the executive officer is reimbursed for their spouse’s commercial travel expenses only with the priorpermission of our Chief Executive Officer.

The amount shown for Mr. Penegor also includes the Company’s payment of certain residential security coststhat were approved by the Compensation Committee following the Company’s review of potential securityconcerns related to Mr. Penegor’s service as the Company’s Chief Executive Officer. The amount shown forMr. Penegor also includes a related tax assistance payment of $912 made by the Company.


(5) Mr. Plosch was not a Named Executive Officer in 2015 and, therefore, his compensation information for that yearhas not been provided.

(6) Mr. Kane was not a Named Executive Officer in 2015 and, therefore, his compensation information for that yearhas not been provided.

(7) Mr. Wunsch was not a Named Executive Officer in 2015 or 2016 and, therefore, his compensation information forthose years has not been provided.


2017 GRANTS OF PLAN-BASED AWARDS

The following table provides information concerning the annual cash incentive awards and long-term equity incentiveawards granted to the NEOs in 2017.

NAME

ESTIMATED POSSIBLE

PAYOUTS UNDER NON-EQUITY

INCENTIVE PLAN AWARDS (1)

ESTIMATED FUTURE

PAYOUTS UNDER EQUITY

INCENTIVE PLAN AWARDS (2)

ALL OTHER

STOCK

AWARDS:NUMBER OF

SHARES OF

STOCK

OR UNITS

(#) (3)

ALL OTHER

OPTION

AWARDS:NUMBER OF

SECURITIES

UNDERLYING

OPTIONS

(#) (4)

EXERCISE OR

BASE PRICE

OF OPTION

AWARDS

($/Sh)

CLOSING

MARKET

PRICE ON

DATE OF

GRANT

($/Sh)

GRANT

DATE FAIR

VALUE OF

STOCK AND

OPTION

AWARDS

($) (5)GRANT

DATE

APPROVAL

DATE

THRESHOLD

($)TARGET

($)MAXIMUM

($)THRESHOLD

(#)TARGET

(#)MAXIMUM

(#)

Todd A. Penegor 581,250 1,162,500 2,325,000

2/28/17 40,103 106,942 213,884 1,624,988

8/11/17 8/3/17 520,099 15.355 15.39 1,624,997

Gunther Plosch 187,500 375,000 750,000

2/28/17 9,562 25,501 51,002 387,488

8/11/17 8/3/17 124,023 15.355 15.39 387,497

Robert D. Wright 207,000 414,000 828,000

2/28/17 12,030 32,082 64,164 487,486

8/11/17 8/3/17 156,029 15.355 15.39 487,497

Kurt A. Kane 168,750 337,500 675,000

2/28/17 8,637 23,033 46,066 349,988

8/11/17 8/3/17 112,021 15.355 15.39 349,998

8/11/17 8/3/17 16,281 249,995

E. J. Wunsch 153,750 307,500 615,000

2/28/17 6,786 18,097 36,194 274,983

8/11/17 8/3/17 88,016 15.355 15.39 274,997

(1) Represents threshold, target and maximum payout levels based on 2017 performance for the annual cash incentiveawards granted to the NEOs under the 2010 Omnibus Award Plan. For more information regarding the performancegoals and potential payouts with respect to such awards, see “Compensation Discussion and Analysis—CompensationDecisions for 2017—Annual Cash Incentive Compensation” above. The actual amounts paid to the NEOs pursuant tosuch awards based on Company and individual performance during 2017 were as follows: Mr. Penegor, $1,267,125;Mr. Plosch, $470,000; Mr. Wright, $490,000; Mr. Kane, $405,000; and Mr. Wunsch, $375,000.

Such amounts are included in the “Non-Equity Incentive Plan Compensation” column of the “2017 SummaryCompensation Table” above.

(2) Represents threshold, target and maximum payout levels based on Company performance over a three-year periodfor performance unit awards granted to the NEOs under the 2010 Omnibus Award Plan. For more informationregarding the performance goals and potential payouts with respect to such awards, see “Compensation Discussionand Analysis—Compensation Decisions for 2017—Long-Term Equity Incentive Compensation” above. Theperformance units include dividend equivalent rights, representing the right to receive additional performance unitsin lieu of cash dividends paid with respect to the shares of Common Stock underlying the award (if and when theaward vests).

(3) For Mr. Kane, reflects a restricted stock unit award granted to Mr. Kane under the 2010 Omnibus Award Plan onAugust 11, 2017 to reinforce the retention and engagement of Mr. Kane in his current leadership role. The restrictedstock units will vest in full on the third anniversary of the grant date, subject to Mr. Kane’s continued employmentwith the Company on the vesting date. The restricted stock units include dividend equivalent rights, representing theright to receive additional restricted stock units in lieu of cash dividends paid with respect to the shares of CommonStock underlying the award (if and when the award vests).

(4) Reflects stock options granted to the NEOs under the 2010 Omnibus Award Plan, each having an exercise price equal tothe “fair market value” (i.e., the average of the high and low per share sales price) of the underlying shares of CommonStock on the grant date and expiring ten years from the grant date, unless sooner exercised or forfeited. All of the stock


options vest and become exercisable in three equal installments on the first, second and third anniversaries of thegrant date, subject to the executive’s continued employment on the applicable vesting date.

(5) Represents the grant date fair value of equity awards granted to the NEOs, computed in accordance with FASB ASCTopic 718, disregarding any estimates of forfeitures related to performance-based vesting conditions. The grantdate fair value of the performance unit awards granted to Messrs. Penegor, Plosch, Wright, Kane and Wunsch onFebruary 28, 2017 is based on achieving target levels of performance. See Note 15 (Share-Based Compensation) tothe Company’s consolidated financial statements included in the 2017 Form 10-K for the assumptions made indetermining those values.


OUTSTANDING EQUITY AWARDS AT 2017 YEAR-END

The following table provides information concerning the unexercised stock options and unvested restricted stock unitand performance unit awards held by the NEOs as of the end of 2017.

OPTION AWARDS STOCK AWARDS

NAME

NUMBER OF

SECURITIES

UNDERLYING

UNEXERCISED

OPTIONS

(#)EXERCISABLE

NUMBER OF

SECURITIES

UNDERLYING

UNEXERCISED

OPTIONS

(#)UNEXERCISABLE (1)

OPTION

EXERCISE

PRICE

($)

OPTION

EXPIRATION

DATE (2)

NUMBER OF

SHARES OR

UNITS OF

STOCK THAT

HAVE NOT

VESTED

(#)

MARKET

VALUE OF

SHARES OR

UNITS OF

STOCK

THAT

HAVE NOT

VESTED

($) (3)

EQUITY INCENTIVE

PLAN AWARDS:NUMBER OF

UNEARNED

SHARES, UNITS

OR OTHER RIGHTS

THAT HAVE

NOT VESTED

(#)

EQUITY INCENTIVE

PLAN AWARDS:MARKET OR

PAYOUT VALUE

OF UNEARNED

SHARES, UNITS

OR OTHER RIGHTS

THAT HAVE

NOT VESTED

($) (3)

Todd A. Penegor 65,580 — 5.9050 6/3/23

218,153 — 7.9225 8/9/23

300,054 — 8.2225 8/11/24

175,870 87,935 9.8575 8/7/25

216,542 433,084 10.0875 8/12/26

— 520,099 15.3550 8/11/27

62,212 (7) 1,021,521

63,134 (4) 1,036,660

291,550 (5) 4,787,251

217,924 (6) 3,578,312

Gunther Plosch 59,056 118,114 10.0875 8/12/26

— 124,023 15.3550 8/11/27

90,858 (8) 1,491,888

51,964 (6) 853,249

Robert D. Wright 109,110 — 8.2225 8/11/24

158,283 79,142 9.8575 8/7/25

82,679 165,360 10.0875 8/12/26

— 156,029 15.3550 8/11/27

62,212 (7) 1,021,521

56,820 (4) 932,984

95,414 (5) 1,566,698

65,376 (6) 1,073,474

Kurt A. Kane 102,590 51,296 9.8575 8/7/25

51,182 102,366 10.0875 8/12/26

— 112,021 15.3550 8/11/27

25,607 (9) 420,467

16,426 (10) 269,715

68,906 (5) 1,131,437

46,934 (6) 770,656

E. J. Wunsch — 88,016 15.3550 8/11/27

47,514 (11) 780,180

36,876 (6) 605,504

(1) All stock options vest and become exercisable in three equal installments on the first, second and thirdanniversaries of the grant date, subject to the executive’s continued employment on the applicable vesting date.

(2) All stock options expire ten years from the grant date, unless sooner exercised or forfeited.


(3) Based on $16.42 per share, which was the per share closing price of our Common Stock on December 29, 2017, thelast trading day of 2017.

(4) Represents payout levels based on achieving maximum performance levels over a three-year period (December 29,2014 through December 31, 2017) for performance unit awards granted on February 18, 2015 under the 2010Omnibus Award Plan, plus dividends accrued thereon as of the end of 2017. Each performance unit represents theright to receive one share of Common Stock subject to the Company’s achievement of two performance goalsbased on adjusted earnings per share and relative total stockholder return during the performance period. Formore information regarding the performance goals and potential payouts with respect to such awards, see“Compensation Discussion and Analysis—Compensation Decisions for 2015—Long-Term Equity IncentiveCompensation” in the Company’s definitive proxy statement for the 2016 annual meeting of stockholders filed withthe SEC on April 11, 2016.

(5) Represents payout levels based on achieving maximum performance levels over a three-year period (January 4,2016 through December 30, 2018) for performance unit awards granted on February 25, 2016 under the 2010Omnibus Award Plan, plus dividends accrued thereon as of the end of 2017. Each performance unit represents theright to receive one share of Common Stock subject to the Company’s achievement of two performance goalsbased on adjusted earnings per share and relative total stockholder return during the performance period. Formore information regarding the performance goals and potential payouts with respect to such awards, see“Compensation Discussion and Analysis—Compensation Decisions for 2016—Long-Term Equity IncentiveCompensation” in the Company’s definitive proxy statement for the 2017 annual meeting of stockholders filed withthe SEC on April 11, 2017.

(6) Represents payout levels based on achieving target performance levels over a three-year period (January 2, 2017through December 29, 2019) for performance unit awards granted on February 28, 2017 under the 2010 OmnibusAward Plan, plus dividends accrued thereon as of the end of 2017. Each performance unit represents the right toreceive one share of Common Stock subject to the Company’s achievement of a performance goal based onadjusted earnings per share during the performance period. For more information regarding the performance goaland potential payouts with respect to such awards, see “Compensation Discussion and Analysis—CompensationDecisions for 2017—Long-Term Equity Incentive Compensation” above.

(7) Reflects unvested restricted stock units granted to Messrs. Penegor and Wright on December 17, 2014 under the2010 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2017. The restricted stock units vest intwo equal installments on the third and fourth anniversaries of the grant date, subject to the executive’s continuedemployment on the applicable vesting date. The first installment of each individual’s respective award (includingthe related dividend equivalent units) vested in full on December 17, 2017.

(8) Reflects unvested restricted stock units granted to Mr. Plosch on May 2, 2016 under the 2010 Omnibus AwardPlan, plus dividends accrued thereon as of the end of 2017. The restricted stock units vest on May 2, 2019, subjectto Mr. Plosch’s continued employment on the vesting date.

(9) Reflects unvested restricted stock units granted to Mr. Kane on May 4, 2015 under the 2010 Omnibus Award Plan,plus dividends accrued thereon as of the end of 2017. The restricted stock units vest on May 4, 2018, subject toMr. Kane’s continued employment on the vesting date.

(10) Reflects unvested restricted stock units granted to Mr. Kane on August 11, 2017 under the 2010 Omnibus AwardPlan, plus dividends accrued thereon as of the end of 2017, to reinforce the retention and engagement of Mr. Kanein his current leadership role. The restricted stock units vest on August 11, 2020, subject to Mr. Kane’s continuedemployment on the vesting date.

(11) Reflects unvested restricted stock units granted to Mr. Wunsch on October 3, 2016 under the 2010 OmnibusAward Plan, plus dividends accrued thereon as of the end of 2017. The restricted stock units vest in three equalinstallments on the first, second and third anniversaries of the grant date, subject to Mr. Wunsch’s continuedemployment on the applicable vesting date. The first installment (including the related dividend equivalent units)vested in full on October 3, 2017.


OPTION EXERCISES AND STOCK VESTED DURING 2017

The following table provides information for 2017 concerning the exercise of stock options and vesting of stock awardsgranted to the NEOs in prior years.

OPTION AWARDS STOCK AWARDS

NAME

NUMBER OF SHARES

ACQUIRED ON EXERCISE

(#)

VALUE REALIZED

ON EXERCISE

($) (1)

NUMBER OF SHARES

ACQUIRED ON VESTING

(#)

VALUE REALIZED

ON VESTING

($) (2)

Todd A. Penegor — — 115,417 (3) 1,705,238

Gunther Plosch — — — —

Robert D. Wright — — 81,557 (3) 1,235,769

Kurt A. Kane — — — —

E. J. Wunsch — — 23,650 (4) 363,146

(1) Based on the difference between the exercise price of the stock options and the market price of ourCommon Stock at the time of exercise.

(2) Based on the average of the high and low per share sales price of our Common Stock on the applicablevesting date.

(3) This number includes the number of shares of Common Stock earned with respect to performance unitawards granted on February 20, 2014 for the performance period that began on December 30, 2013 andended on January 1, 2017. The performance unit awards vested on February 28, 2017 following theSubcommittee’s determination of the Company’s level of achievement of the adjusted earnings pershare performance goal. Regarding such awards, the number of shares of Common Stock actuallyreceived by each individual was reduced by the withholding of shares (18,453 shares withheld byMr. Penegor and 6,478 shares by Mr. Wright) to pay the income taxes associated with the value realizedupon vesting.

This number also includes the number of shares of Common Stock received on December 17, 2017 fromthe pro rata vesting of each individual’s respective restricted stock unit award granted on December 17,2014. Regarding such awards, the number of shares of Common Stock actually received by eachindividual was reduced by the withholding of 30,804 shares, respectively, to pay the income taxesassociated with the value realized upon vesting.

(4) Represents one-third of the restricted stock units (plus dividends accrued thereon) granted onOctober 3, 2016 and which vested on October 3, 2017. The number of shares of Common Stock actuallyreceived by Mr. Wunsch was reduced by the withholding of 7,770 shares to pay the income taxesassociated with the value realized upon vesting.


EMPLOYMENT ARRANGEMENTS ANDPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Following careful consideration and consultation with its executive compensation advisors, beginning in 2013, theCompany adopted a philosophy to discontinue the use of formal employment agreements. The Company believes thispractice is a responsible approach aligned with stockholder interests and best practice. Employment arrangements forour NEOs are governed by the terms of their individual employment offers, as well as an Executive Severance Pay Policyadopted by the Compensation Committee in December 2015 (the “Executive Severance Policy”). The key provisionsrelated to termination of employment for the NEOs are summarized in the tables below.

The NEOs also have received equity awards under the 2010 Omnibus Award Plan, which provides for the acceleratedvesting of certain awards in connection with a qualifying termination event. Awards granted under the 2010 OmnibusAward Plan are subject to “double-trigger” vesting requirements in connection with a “change in control” of theCompany. This means that, in order for an outstanding award to be accelerated and become vested, a “change incontrol” must occur and the participant must be terminated without “cause” or for “good reason” following the changein control.

The Company considers these limited severance and change in control benefits to be an important part of the executivecompensation program and consistent with competitive market practice. The Company believes that providingappropriate severance benefits helps to attract and retain highly qualified executives by mitigating the risks associatedwith leaving a previous employer and accepting a new position with the Company, and by providing income continuityfollowing an unexpected termination. These arrangements also allow the Company to protect its interests throughcorresponding confidentiality, non-compete and other restrictive covenants in the event of an executive’s termination.

A summary of the key severance provisions in effect as of the end of 2017 for Messrs. Penegor, Plosch, Wright, Kaneand Wunsch is set forth below. This summary is qualified in its entirety by reference to the complete text of theemployment arrangement documents for the NEOs, the Executive Severance Policy and the 2010 Omnibus Award Plan,copies of which have been filed with the SEC.

EMPLOYMENT ARRANGEMENTS—KEY SEVERANCE PROVISIONS

TODD A. PENEGOR AND ROBERT D. WRIGHT

Termination event: • Termination without “cause.”

Severance payments: • A cash payment equal to the sum of the executive’s then-current base salary and actual cashincentive award paid for 2016, payable in biweekly installments for a period of 12 months(Mr. Penegor, $2,325,000; Mr. Wright, $1,118,835).

• A cash payment equal to the executive’s then-current base salary for an additional period of 12months, payable in biweekly installments commencing 12 months after termination, offset by anycompensation earned from subsequent employment (Mr. Penegor, $930,000; Mr. Wright,$552,000).

• A lump sum cash payment of $30,000.

• A pro rata portion of the executive’s annual cash incentive award for 2017, based on actualCompany performance, payable in a lump sum on the date annual incentives are paid to otherexecutives (Mr. Penegor, $1,267,125; Mr. Wright, $490,000).

Treatment of equity awards: • In the event of a termination without “cause,” all outstanding stock options and restricted stockunits will vest pro rata (on a monthly basis) through the date of termination (Mr. Penegor,$2,858,389; Mr. Wright, $1,957,465).

GUNTHER PLOSCH, KURT A. KANE AND E. J. WUNSCH

Termination event: • Termination without “cause” or termination due to a change in control.

Severance payments: • If termination without “cause” occurs, a cash payment equal to the executive’s then-current basesalary, payable in biweekly installments for a period of 18 months (Mr. Plosch, $750,000; Mr. Kane,$675,000; Mr. Wunsch, $615,000).


• If termination without “cause” occurs within 12 months following a change in control, a cashpayment equal to the sum of the executive’s then-current base salary and target annual cashincentive award for 2017, payable in biweekly installments for a salary continuation period of18 months (Mr. Plosch, $1,125,000; Mr. Kane, $1,012,500; Mr. Wunsch, $922,500).

• In either case, a pro rata portion of the executive’s annual cash incentive award for 2017, based onactual Company performance, payable in a lump sum on the date annual incentives are paid toother executives (Mr. Plosch, $470,000; Mr. Kane, $405,000; Mr. Wunsch, $375,000).

Treatment of equity awards: In the event of a termination without “cause”:

• Continued vesting of all outstanding stock options during the 18-month salary continuation period.Any unvested stock options remaining outstanding as of the conclusion of the 18-month salarycontinuation period will be forfeited.

• Accelerated vesting, as of the termination date, of outstanding restricted stock units that wouldhave vested had the executive continued in active employment through the end of the 18-monthsalary continuation period. All other unvested restricted stock units will be forfeited (Mr. Plosch,$1,491,888; Mr. Kane, $457,927; Mr. Wunsch, $390,090).

• Vesting of outstanding performance units on a pro rata basis, based on the number of monthsworked prior to the executive’s termination date. Vesting will occur at the conclusion of theapplicable performance period(s), based on actual performance for the entire performanceperiod(s) (Mr. Plosch, $134,082; Mr. Kane, $492,861; Mr. Wunsch, $95,151).

If termination without “cause” occurs within 12 months following a change in control:

• Accelerated, full vesting of outstanding stock options as of the termination date (Mr. Plosch,$880,041; Mr. Kane, $1,104,165; Mr. Wunsch, $93,737).

• Accelerated, full vesting of outstanding restricted stock units as of the termination date(Mr. Plosch, $1,491,888; Mr. Kane, $690,182; Mr. Wunsch, $780,180).

• Accelerated vesting of outstanding performance units based on actual performance through thetermination date, if determinable; if undeterminable, accelerated, full vesting of all outstandingperformance units at target levels of performance (Mr. Plosch, $126,254; Mr. Kane, $481,560;Mr. Wunsch, $89,596).

EMPLOYMENT ARRANGEMENTS—RESTRICTIVE COVENANTS

As a condition to receiving any of the severance payments and benefits described above, the NEOs are required tocomply with certain restrictive covenants set forth under their respective employment arrangements, including theExecutive Severance Policy, as described below.

NAME

GENERAL RELEASE/COVENANT NOT TO SUE NON-COMPETE/NON-SOLICITATION

CONFIDENTIALITY/NON-DISPARAGEMENT

Todd A. Penegor;Robert D. Wright

✓12 months (termination for “cause”)

24 months (termination without “cause”)4 years

Gunther Plosch;E. J. Wunsch

✓12 months (termination for “cause”)

18 months (termination without “cause”)Unlimited

Kurt A. Kane ✓12 months (termination for “cause”)

24 months (termination without “cause”)Unlimited


2010 OMNIBUS AWARD PLAN—KEY SEVERANCE PROVISIONS

TYPE OF EQUITY AWARD TERMINATION EVENT IMPACT ON OUTSTANDING EQUITY AWARDS

Stock Options Termination due to death or disability ortermination without “cause” or for “goodreason” within 12 months following a “changein control.”

All outstanding stock options will fully vest(Mr. Penegor, $3,873,483; Mr. Plosch, $880,041;Mr. Wright, $1,732,682; Mr. Kane, $1,104,165;Mr. Wunsch, $93,737).

Restricted Stock Units Termination due to death or disability ortermination without “cause” or for “goodreason” within 12 months following a “changein control.”

All outstanding restricted stock units will fully vest(Mr. Penegor, $1,021,521; Mr. Plosch, $1,491,888;Mr. Wright, $1,021,521; Mr. Kane, $690,182;Mr. Wunsch, $780,180).

Termination without “cause.” For Messrs. Penegor and Wright, all outstandingrestricted stock units granted on December 17, 2014will fully vest (Mr. Penegor, $1,021,521; Mr. Wright,$1,021,521).

For Mr. Plosch, all outstanding restricted stock unitsgranted on May 2, 2016 will vest pro rata($1,491,888).

For Mr. Kane, all outstanding restricted stock unitsgranted on May 4, 2015 and August 11, 2017 will vestpro rata ($457,927).

For Mr. Wunsch, all outstanding restricted stock unitsgranted on October 3, 2016 will vest pro rata($390,090).

Performance Units Termination due to death or disability ortermination without “cause” or for “goodreason” within 12 months following a “changein control.”

All outstanding performance units will vest pro rata(on a daily basis) through the date of terminationbased on actual performance or, if actual performancecannot be reasonably assessed, then based on theassumed achievement of target performance(Mr. Penegor, $2,602,860; Mr. Plosch, $126,254;Mr. Wright, $1,134,246; Mr. Kane, $481,560;Mr. Wunsch, $89,596).

Termination without “cause.” All outstanding performance units granted onFebruary 25, 2016 and February 28, 2017 will vest prorata (on a monthly basis) through the date oftermination based on actual performance through theend of the performance period (Mr. Penegor,$2,653,590; Mr. Plosch, $134,082; Mr. Wright,$1,149,953; Mr. Kane, $492,861; Mr. Wunsch,$95,151).

AGGREGATE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The estimated aggregate values of the severance payments and benefits that would be provided to the NEOs inconnection with the qualifying termination events described above pursuant to their respective employmentarrangements, the Executive Severance Policy and the 2010 Omnibus Award Plan are shown in the table below.

NAME

TERMINATION DUE TO

DEATH OR DISABILITY

($)

TERMINATION WITHOUT

CAUSE OR DUE TO A

TRIGGERING EVENT

($)

TERMINATION WITHOUT

CAUSE FOLLOWED BY A

CHANGE IN CONTROL

($)

Todd A. Penegor $7,497,864 $10,064,104 $12,049,989

Gunther Plosch $2,498,184 $3,263,975 $4,093,184

Robert D. Wright $3,888,450 $5,298,253 $6,079,285

Kurt A. Kane $2,275,906 $2,731,300 $3,693,406

E. J. Wunsch $963,513 $1,506,486 $2,261,013


KEY ASSUMPTIONS AND DEFINITIONS

The following assumptions were made in calculating the value of the severance payments and benefits described thetables above:

• The triggering event took place on December 29, 2017, the last business day of 2017;

• The price of our Common Stock was $16.42 per share, the closing price on December 29, 2017;

• No compensation offset for executives whose second-year severance payments would otherwise besubject to reduction for outside earnings;

• The immediate exercise and sale of all stock options and the immediate sale of all restricted stock units andperformance units that vested as of the December 29, 2017 triggering date;

• Accelerated vesting of performance units is based on the assumed achievement of target performance; and

• No six-month delay in payment to any “specified employee” that would otherwise be required underSection 409A of the Internal Revenue Code.

“Cause” is generally defined to include: (i) commission of any act of fraud or gross negligence that has a material adverseeffect on the business or financial condition of the Company or its affiliates; (ii) willful material misrepresentation to theCompany or the Board; (iii) willful failure or refusal to comply with any material obligations or any reasonable and lawfulinstructions of the President and Chief Executive Officer or the Board; (iv) engagement in any misconduct or commission ofany act that is injurious or detrimental to the substantial interest of the Company or any of its affiliates; (v) indictment forany felony; (vi) failure to comply with any material written rules, regulations, policies or procedures of the Company;(vii) willful or negligent failure to comply with the Company’s policies regarding insider trading; or (viii) the executive’sdeath or disability.

“Triggering event” is generally defined to include: (i) material reduction in the executive’s authority, duties orresponsibilities; (ii) requirement to report to any person other than the President and Chief Executive Officer or theBoard; (iii) reduction in the executive’s base salary or target annual cash incentive opportunity percentage; or(iv) requirement to relocate to a work site outside of Columbus, Ohio.

“Change in control” is generally defined to include: (i) acquisition by any person or group of beneficial ownership of 50%or more of the outstanding shares of our Common Stock or the combined voting power of the outstanding votingsecurities of the Company entitled to vote generally in the election of directors, subject to certain exceptions; (ii) duringany period of 24 months, individuals who, at the beginning of such period, constitute the Board of Directors (i.e.,“incumbent directors”) cease for any reason to constitute at least a majority of the Board, provided that any directorwhose election or nomination for election was approved by at least two-thirds of the incumbent directors then on theBoard is deemed an incumbent director; (iii) stockholder approval of a plan of complete dissolution or liquidation of theCompany; (iv) sale, transfer or other disposition of all or substantially all of the business or assets of the Company; or(v) consummation of a reorganization, recapitalization, merger, consolidation, share exchange or similar transactioninvolving the Company that requires stockholder approval, subject to certain exceptions. Notwithstanding theforegoing, the acquisition of any portion of the combined voting power of the outstanding voting securities of theCompany entitled to vote generally in the election of directors by, or the merger, consolidation or sale of assets of theCompany with or to, Nelson Peltz or Peter W. May (or any person controlled by Messrs. Peltz or May) will not constitutea “change in control.”


PAY RATIO DISCLOSURE

As mandated by Section 953(b) of the Dodd-Frank Act and called for under Item 402(u) of SEC Regulation S-K, beginningwith this Proxy Statement, we are required to annually disclose the ratio of the annual total compensation of our ChiefExecutive Officer (Mr. Penegor) to the annual total compensation of our median employee, pursuant to the calculationand disclosure requirements.

Approximately 90% of our employee population is comprised of restaurant team members who are paid hourly. Ourrestaurant roles provide flexible employment opportunities for Wendy’s team members who seek accommodating workschedules, supplemental income or social connection, although such flexible and part-time employment has the effectof lowering the annual total compensation for our median employee. We identified the median employee by examiningthe tax and payroll records of our employee population (including full-time, part-time, temporary and seasonalemployees), excluding our Chief Executive Officer, on December 1, 2017. Other than Mr. Penegor and our non-U.S.employees, all employees of the Company and its subsidiaries were considered in our identification of the medianemployee. We excluded 58 non-U.S. employees, which represents approximately 0.5% of the Company’s total employeepopulation of approximately 12,425 individuals as of December 1, 2017. Of the excluded employees, 44 are employed inCanada, four in Singapore, four in the United Arab Emirates and one in each of Brazil, Guatemala, Hungary, Japan,Philippines and Puerto Rico.

To determine the median employee, we used total cash compensation paid in 2017 as reported to the Internal RevenueService on Form W-2, which includes base salary for salaried colleagues, base hourly compensation and overtime forhourly permanent employees, actual compensation for seasonal or temporary colleagues, and any cash incentivecompensation. No cost of living adjustments were made to determine the median employee. We did not make anyassumptions, adjustments or estimates with respect to total cash compensation, nor did we annualize thecompensation for any employees who were not employed by us for all of 2017. We believe the use of such reportedtotal cash compensation is a consistently applied compensation measure because we do not widely distribute annualequity awards to employees.

Based on total cash compensation, our median employee was identified as a restaurant team member who in 2017 waspaid on an hourly basis and worked 1,892 hours.

Upon identifying the median employee, such employee’s annual total compensation was calculated using the samemethodology that we use to determine the annual total compensation of Mr. Penegor and our other Named ExecutiveOfficers as set forth in the “2017 Summary Compensation Table” in this Proxy Statement.

Based on the foregoing, our median employee’s 2017 annual total compensation was $18,573. Mr. Penegor’s 2017annual total compensation was $5,472,993, as reported in the “2017 Summary Compensation Table” above. As a result,we estimate that for 2017, the ratio of Mr. Penegor’s annual total compensation to that of our median employee wasapproximately 295:1.

We believe our pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based onour employment and payroll records and the methodology described above. The SEC rules governing pay ratiodisclosure allow companies to apply numerous different methodologies, exclusions and reasonable assumptions,adjustments and estimates that reflect their compensation practices. For that reason, the pay ratio reported aboveshould not be used as a basis for comparison between companies, as other companies might have differentemployment and compensation practices and might use various methodologies, exclusions, assumptions, adjustmentsand estimates in calculating their own pay ratios. Previously, the Company was not required to provide pay ratiodisclosures. Accordingly, our executive compensation process does not include an examination of our pay ratio. Wehave provided this pay ratio information for compliance purposes, and neither the Compensation Committee norCompany management have used the pay ratio measure to influence any compensation actions or decisions.


COMPENSATION OF DIRECTORS

The Company’s compensation program for non-management directors is designed to:

• Be competitive with companies against which the Company competes for director talent;

• Encourage and facilitate ownership of our Common Stock by non-management directors; and

• Take into consideration stockholder views regarding director compensation.

The Compensation Committee has responsibility for reviewing the competitiveness and appropriateness of thecompensation program for non-management directors and for approving or making recommendations to the Board ofDirectors with respect to director compensation. In carrying out its duties, the Compensation Committee hasestablished a process to review the competitive positioning of the Company’s director compensation program. Suchreview was previously conducted on a biennial basis, and in May 2017, the Compensation Committee determined thatthe frequency of such review process should instead be conducted on an annual basis in order to maintain thecompetitiveness of our director compensation program based on evolving market trends. The CompensationCommittee also requested that its independent outside compensation consultant, FW Cook, prepare a competitiveanalysis of the Company’s director compensation program to ensure that such program was providing appropriatelevels of compensation. The analysis, which compared the compensation of the Company’s non-management directorsagainst a peer group of 19 restaurant companies, confirmed that both the design and compensation levels of theCompany’s director compensation program were reasonably aligned with market practice.

In May 2017, the Compensation Committee considered and evaluated market data and other guidance provided by FWCook and a number of other factors, including: (i) the Company’s performance since the director compensation programwas last changed in May 2016 and June 2015; (ii) the Company’s current initiatives and future growth strategies; (iii) thenumber of Board and Board committee meetings held; (iv) the increase in the complexity of matters addressed bydirectors; and (v) stockholder expectations regarding director compensation. After consulting with FW Cook, theCompensation Committee approved the following changes to the director compensation program to more closely alignthe program with market practice and to maintain the program’s competitiveness in attracting and retaining highlyqualified directors: (a) an increase in the grant date fair value of the annual restricted stock award from $85,000 to$105,000; (b) an increase to the annual chair retainer amount for the Compensation Committee Chair from $10,000 to$12,500; and (c) for all members of the Nominating and Corporate Governance Committee, the elimination of the$2,000 per meeting fee and replacement with an annual retainer of $8,000. Based on guidance from FW Cook, theretainers aligned within the competitive range of market median.

The components of the Company’s current compensation program for non-management directors, which include thechanges discussed above that were approved by the Compensation Committee in May 2017, are described below.

Annual Retainers• Each non-management director receives an annual retainer for Board service of $67,500.

• Each member of the Audit Committee receives an annual retainer of $14,000, and the Audit CommitteeChair receives an additional annual chair retainer of $15,000.

• Each member of the Compensation Committee receives an annual retainer of $10,500, and theCompensation Committee Chair receives an additional annual chair retainer of $12,500.

• Each member of the Nominating and Corporate Governance Committee receives an annual retainer of$8,000, and the Nominating and Corporate Governance Committee Chair receives an additional annualchair retainer of $7,500.

Meeting Fees• Except as otherwise specifically determined by the Compensation Committee, no meeting fees are paid to

members of the Audit Committee, Compensation Committee, Subcommittee or Nominating and CorporateGovernance Committee. Members of all other Board committees receive a fee of $2,000 for each meetingthey attend.

Annual Restricted Stock Awards• Each non-management director receives a restricted stock award in connection with his or her initial

election and annual re-election to the Board. Each restricted stock award has an annual grant date fairvalue of $105,000 and vests on the earlier of the first anniversary of the grant date and the date of theCompany’s next annual meeting of stockholders, subject to the director’s service on the Board on thevesting date.


Non-management directors may elect to receive all or a portion of their annual retainers and meeting fees in shares ofCommon Stock in lieu of cash. In addition, pursuant to the Company’s 2009 Directors’ Deferred Compensation Plan (the“2009 Directors’ Deferred Compensation Plan”), non-management directors may elect to defer a set percentage oramount of their annual retainers, meeting fees and restricted stock awards into restricted stock units. The restrictedstock units represent a contingent right to receive shares of Common Stock and, in the case of a deferral of restrictedstock awards, are subject to the same vesting schedule as the underlying restricted stock. Dividend equivalent unitsaccrue on all amounts deferred under the 2009 Directors’ Deferred Compensation Plan. All deferred amounts arepayable in shares of Common Stock in a lump sum on the earlier of the director’s termination of Board service, a fixednumber of years or the director’s death, as elected by the director at the time of deferral.

2017 DIRECTOR COMPENSATION

The table below summarizes the compensation earned by or paid to the Company’s non-management directors fortheir Board and Board committee service during 2017. Todd Penegor, the Company’s Chief Executive Officer, did notreceive any additional compensation during 2017 for his service as a director and is therefore not included in the table.The compensation paid to Mr. Penegor during 2017 for his service as an executive officer of the Company is set forth inthe “2017 Summary Compensation Table” above.

NAME

FEES EARNED

OR PAID IN CASH

($) (1)STOCK AWARDS

($) (2)

ALL OTHER

COMPENSATION

($)TOTAL

($)

Nelson Peltz 69,500 105,000 500,000 (3) 674,500

Peter W. May 76,750 105,000 — 181,750

Emil J. Brolick 69,500 105,000 — 174,500

Kristin A. Dolan 32,783 96,250 — 129,033

Kenneth W. Gilbert 45,352 105,000 — 150,352

Janet Hill (4) 30,428 — — 30,428

Dennis M. Kass 92,000 105,000 — 197,000

Joseph A. Levato 125,500 105,000 — 230,500

Michelle J. Mathews-Spradlin 82,000 105,000 — 187,000

Matthew H. Peltz 71,500 105,000 — 176,500

Peter H. Rothschild 136,750 105,000 — 241,750

Arthur B. Winkleblack 115,000 105,000 — 220,000

(1) Consists of the annual Board retainer, annual member retainers and additional annual chair retainers for the AuditCommittee, Compensation Committee and Nominating and Corporate Governance Committee, and committeemeeting fees. For 2017, Messrs. N. Peltz, May and M. Peltz elected to receive payment of their entire annualretainers and meeting fees in shares of Common Stock in lieu of cash. The number of shares received in lieu of cashwas based on the average of the closing price of our Common Stock for the 20 consecutive trading daysimmediately preceding the date on which the retainers and meeting fees were otherwise payable.

(2) Unless otherwise indicated, the amounts shown represent the grant date fair value of the annual restricted stockawards granted to each of the non-management directors on May 23, 2017 upon their re-election to the Board atthe Company’s 2017 annual meeting of stockholders (and in the case of Ms. Dolan, who received a prorated awardon August 3, 2017), computed in accordance with FASB ASC Topic 718. Mr. Levato elected to defer his entireannual restricted stock awards into restricted stock units under the 2009 Directors’ Deferred Compensation Plan.

(3) In connection with Nelson Peltz’s service as non-executive Chairman, the Board of Directors has approvedreimbursement to Mr. Peltz for a portion of his security-related expenses. In connection with this reimbursement,an independent professional security consulting firm provides the Compensation Committee with periodic securityassessments regarding Mr. Peltz’s security arrangements, including the security issues arising in connection withthe business of the Company and the portion of Mr. Peltz’s security costs reimbursed by the Company. The amountshown reflects the aggregate amount of such security-related expenses reimbursed by the Company during 2017.

(4) Ms. Hill retired from the Board on May 23, 2017 when her term expired at the Company’s 2017 annual meeting ofstockholders and received a prorated portion of her annual retainer for 2017.


The following table shows, for each non-management director who served on our Board during 2017, the aggregatenumber of shares of restricted stock, restricted stock units and stock options outstanding as of the end of 2017.

NAME

SHARES OF RESTRICTED STOCK

OUTSTANDING AS OF 2017 FYE (1)RESTRICTED STOCK UNITS

OUTSTANDING AS OF 2017 FYE (2)STOCK OPTIONS

OUTSTANDING AS OF 2017 FYE (3)

Nelson Peltz 6,510 — 12,000

Peter W. May 6,510 — 12,000

Emil J. Brolick 6,510 — —

Kristin A. Dolan 6,259 — —

Kenneth W. Gilbert 6,510 — —

Janet Hill (4) — — —

Dennis M. Kass 6,510 — —

Joseph A. Levato — 124,189 12,000

Michelle J. Mathews-Spradlin 6,510 — —

Matthew H. Peltz 6,510 — —

Peter H. Rothschild 6,510 — —

Arthur B. Winkleblack 6,510 — —

(1) Represents the aggregate number of shares of our Common Stock underlying the outstanding unvested restrictedstock awards for each non-management director as of December 31, 2017.

(2) Represents annual retainer amounts, meeting fees and annual restricted stock awards that each non-managementdirector elected to defer into restricted stock units under the 2009 Directors’ Deferred Compensation Plan.

(3) Represents the aggregate number of shares of our Common Stock underlying the outstanding stock option awardsfor each non-management director as of December 31, 2017.

(4) Ms. Hill retired from the Board on May 23, 2017 when her term expired at the Company’s 2017 annual meeting ofstockholders.


EXECUTIVE OFFICERS

The Company’s executive officers as of the date of this Proxy Statement are identified below.

NAME AGE POSITION

Todd A. Penegor 52 President and Chief Executive Officer

Leigh A. Burnside 47 Chief Accounting Officer

Liliana M. Esposito 43 Chief Communications Officer

Kurt A. Kane 46 Chief Concept & Marketing Officer

Coley O’Brien 44 Chief People Officer

Gunther Plosch 50 Chief Financial Officer

Abigail E. Pringle 44 Chief Development Officer

David G. Trimm 52 Chief Information Officer

Robert D. Wright 50 Executive Vice President, Chief Operations Officer and International

E. J. Wunsch 46 Chief Legal Officer and Secretary

Additional information concerning the executive officers is provided below, including their respective positions with theCompany and prior business experience (other than Mr. Penegor, for whom such information is provided above underthe caption “Proposal 1—Election of Directors”). Executive officers are elected by the Board of Directors and hold officeuntil the organizational meeting of the Board following the Company’s annual meeting of stockholders next succeedingtheir election and until their successors are elected and qualified, or until their earlier death, resignation, retirement orremoval.

LEIGH A. BURNSIDE

Ms. Burnside joined the Company in September 2004 and has served as our Chief Accounting Officer since August 14,2017. She served as our Vice President—Finance and Planning from September 2013 to August 2017, Vice President—Strategic Financial Analysis from July 2011 to September 2013, Director of Strategic Financial Analysis from June 2009 toJuly 2011, Director of Financial Reporting from September 2006 to June 2009 and Director of External Reporting andTechnical Compliance from September 2004 to September 2006. Prior to her tenure with the Company, Ms. Burnsideworked at L Brands, Inc. (formerly known as Limited Brands, Inc.), where she served as Manager of Internal Audit fromMay 2004 to September 2004 and Manager of Financial Reporting from May 2001 to May 2004. Previously,Ms. Burnside served as External Reporting Manager for Borden, Inc. from July 1999 to May 2001. Ms. Burnside’scorporate accounting and financial reporting, planning and analysis experience also includes her work in publicaccounting with Arthur Andersen LLP, where she served as Audit Manager from May 1997 to July 1999, and withCoopers & Lybrand, where she was a Senior Associate from September 1994 to May 1997 and an Associate fromSeptember 1992 to September 1994. Ms. Burnside is a certified public accountant (inactive).

LILIANA M. ESPOSITO

Ms. Esposito has served as our Chief Communications Officer since she joined the Company in June 2014. Previously,Ms. Esposito worked at Dean Foods Company, one of the leading food and beverage companies in the United States,where she served as Vice President of Corporate Communications and Public Affairs from January 2012 to March 2014and Senior Director of Public Affairs from January 2010 to December 2011. Prior to that, Ms. Esposito worked atMercury Public Affairs, a public strategy firm, where she served as Senior Vice President from January 2008 to January2010 and Vice President from July 2005 to December 2007. Prior to joining Mercury Public Affairs, Ms. Esposito servedas Public Affairs Manager at Mars, Inc. from July 2000 to July 2005. Previously, she served as a Senior Associate withBurson-Marsteller, a global public relations and communications firm. Ms. Esposito is a member of the board ofdirectors of Quality Supply Chain Co-op, Inc. (“QSCC”), the independent purchasing cooperative for the Company andWendy’s system. She also serves as a trustee of the Dave Thomas Foundation for Adoption.


KURT A. KANE

Mr. Kane joined the Company in May 2015 and has served as our Chief Concept & Marketing Officer since October2015. Mr. Kane served as our Chief Concept Officer from May 2015 to October 2015. Prior to joining the Company,Mr. Kane worked at Yum! Brands, Inc. for seven years, where he held several key leadership positions for the Pizza Hutbrand, including Global Chief Marketing and Food Innovation Officer from January 2014 to March 2015, Chief MarketingOfficer of Pizza Hut U.S. from February 2011 to December 2013 and Vice President of Brand Marketing andCommunications of Pizza Hut U.S. from 2008 to 2010. Prior to joining Yum! Brands, Mr. Kane worked at Frito-Lay, Inc.from 2005 to 2008, where he served as Marketing Director for New Products and Multipack Business and as SeniorBrand Manager for the Doritos brand. Prior to that, he worked at Molson Coors Brewing Company from 2001 to 2005,where he was a Brand Manager and Brand Director for the Molson portfolio. Mr. Kane served as an Air Defense Artilleryplatoon officer in the 4th Infantry Division of the U.S. Army. Following his military service, he began his business careerat The Procter & Gamble Company, where he worked as an Assistant Brand Manager for the Sunny Delight brand from1998 to 2001. Mr. Kane also serves as a trustee of the Dave Thomas Foundation for Adoption.

COLEY O’BRIEN

Mr. O’Brien joined the Company in May 2007 and was recently appointed Chief People Officer in March 2018.Previously, he served as our Vice President of Human Resources and Field Capability from August 2013 to December2017, Vice President of Training from April 2011 to July 2013 and National Director of Operations Training from May2007 to March 2011. Prior to his tenure with the Company, Mr. O’Brien worked at Sears Holdings Corporation for fiveyears, where he served as Director of Retail Training from 2005 to 2007 and as Manager of Curriculum Development forSears University from 2002 to 2004. Before joining Sears Holdings Corporation, Mr. O’Brien was employed from 1999 to2002 as a Senior Consultant with Arthur Andersen Performance and Learning, a corporate educational institution thatdeveloped performance improvement strategies and organizational development opportunities.

GUNTHER PLOSCH

Mr. Plosch has served as our Chief Financial Officer since he joined the Company in May 2016. Prior to that, Mr. Ploschworked for 16 years at Kellogg Company, a preeminent global food products company, where he held several keyleadership positions, including Vice President of Global Business Services from December 2014 to April 2016, VicePresident and Chief Financial Officer of Kellogg North America from January 2010 to November 2014, Vice President ofFinance for Morning Foods from October 2007 to December 2009 and Vice President of Corporate Planning from May2005 to September 2007. He also served from May 2000 to April 2005 as the Finance Director of Kellogg Company’sUnited Kingdom/Republic of Ireland division. Previously, Mr. Plosch worked in Austria, Belgium and the United Kingdomfor The Procter & Gamble Company, where he held various positions in finance from 1991 to 2000.

ABIGAIL E. PRINGLE

Ms. Pringle joined the Company in May 2002 and has served as our Chief Development Officer since December 2014.She served as our Senior Vice President of Restaurant Development and Growth Initiatives from July 2013 to December2014, Senior Vice President of Strategic Initiatives and Planning from April 2012 to June 2013, Vice President of StrategicInitiatives and Planning from November 2008 to March 2012 and Director of Strategic Initiatives and Planning from May2002 to November 2008. Prior to her tenure with the Company, Ms. Pringle worked from August 1996 to May 2002 forAccenture plc, a global professional services company, where she served as a consultant in the areas of processreengineering, systems implementations, organizational design and change management.

DAVID G. TRIMM

Mr. Trimm has served as our Chief Information Officer since he joined the Company in July 2015. Prior to that, Mr. Trimmworked for 14 years at The Hertz Corporation, one of the largest worldwide airport general use car rental companies, wherehe held several key leadership positions, including Executive Vice President and Chief Information Officer from October 2013to January 2015, Senior Vice President—Business Transformation Projects and Customer Loyalty from August 2012 to October2013, Staff Vice President—eBusiness and Rent-a-Car Information Technology from May 2007 to August 2012 and VicePresident—Business Systems for Hertz Europe Ltd. from April 2002 to May 2007. Mr. Trimm’s information technology,marketing and operations experience also includes his previous service as Vice President—Business Systems for Hertz LeaseEurope (then a division of the Ford Motor Company) from June 2001 to April 2002, Chief Information Officer of HotelAssociates (an online hotel services start-up company in the United Kingdom) from October 2000 to June 2001, Global


Systems Development Director for Hilton Group Plc from July 1997 to June 2000, Business Systems Manager for Coca-ColaSchweppes Beverages Ltd. and then Coca-Cola Enterprises from April 1993 to July 1997 and as Business Systems Manager forC&J Clark Ltd (a United Kingdom-based footwear manufacturer and retailer) from 1989 to 1993.

ROBERT D. WRIGHT

Mr. Wright joined the Company in December 2013 and has served as our Executive Vice President, Chief OperationsOfficer and International since May 2016. He served as our Executive Vice President, Chief Operations Officer fromDecember 2014 to May 2016 and as Chief Operations Officer from March 2014 to December 2014. Prior to his tenurewith the Company, Mr. Wright served as President, Chief Operating Officer and Interim Chief Executive Officer forCharleys Philly Steaks from December 2010 to December 2013. Prior to that, he served as Executive Vice President ofCompany and Franchise Operations at Checkers Drive-In Restaurants Inc. from January 2008 to August 2010. Previously,Mr. Wright worked for ten years at Wendy’s International in various corporate roles, including Vice President ofOperations and Training Integration from 2006 to 2008, President of Café Express, LLC from 2005 to 2006, Director ofArea Operations from 2000 to 2005 and Franchise Area Director from 1998 to 2000. Prior to joining Wendy’sInternational, Mr. Wright worked as a Senior Franchise Consultant at Domino’s Pizza from 1993 to 1998. Mr. Wright is amember of the board of directors of QSCC and also serves as a trustee of the Dave Thomas Foundation for Adoption.

E. J. WUNSCH

Mr. Wunsch has served as our Chief Legal Officer and Secretary since he joined the Company in October 2016.Previously, Mr. Wunsch worked for 17 years at The Procter & Gamble Company, a global leader in providing brandedconsumer packaged goods, where he held several key leadership positions, including Vice President and GeneralCounsel—North America and Go-To-Market and Global Practices from July 2015 to September 2016, Associate GeneralCounsel—Global Baby, Feminine & Family Care and Asia Innovation, Commerce & Brand Equity from September 2013 toJuly 2015, Associate General Counsel—ASEAN, India, Australia/New Zealand & Asia Developing Markets from August2011 to September 2013, Assistant Secretary and Associate General Counsel—Corporate, Securities & EmployeeBenefits from November 2006 to August 2011, and Associate Director and Senior Counsel—M&A/Licensing and Baby,Feminine & Family Care from April 2004 to November 2006, Senior Counsel and Counsel—Corporate, Securities &Employee Benefits from November 2000 to April 2004 and Counsel—Beauty Care from November 1999 to November2000. Prior to joining The Procter & Gamble Company, Mr. Wunsch was an associate attorney with the Taft Stettinius &Hollister LLP law firm from 1997 to 1999 and a law clerk for the Honorable Richard F. Suhrheinrich from 1996 to 1997.


STOCK OWNERSHIP AND RETENTION GUIDELINESFOR EXECUTIVE OFFICERS AND DIRECTORS

The Board of Directors, upon the recommendation of the Compensation Committee, adopted the Stock Ownership andRetention Guidelines for Executive Officers and Directors, a copy of which is available on our website atwww.wendys.com/who-we-are. The Stock Ownership and Retention Guidelines were adopted by the Board to furtheralign the interests of executive officers and directors with the interests of stockholders and to promote the Company’scommitment to sound corporate governance. A summary of the Stock Ownership and Retention Guidelines is set forthbelow.

STOCK OWNERSHIP AND RETENTION GUIDELINES FOR EXECUTIVE OFFICERS

The Chief Executive Officer must own an amount of Common Stock equal to at least five times his base salary, and eachof the other executive officers must own an amount of Common Stock equal to at least three times his or her basesalary. Until an executive officer satisfies the applicable ownership requirement, he or she is required to hold at least75% of the net shares received upon the exercise of stock options, the vesting of restricted stock or restricted stockunits and the payout of performance units. Once the ownership requirement is met, the executive officer must continueto hold at least that number of shares until leaving his or her position with the Company.

STOCK OWNERSHIP AND RETENTION GUIDELINES FOR NON-MANAGEMENT DIRECTORS

Each non-management member of the Board must own an amount of Common Stock equal to at least five times theannual cash retainer payable for Board service. Until a director satisfies the ownership requirement, he or she isrequired to hold at least 75% of the net shares received upon the exercise of stock options, the vesting of restrictedstock or restricted stock units and the payout of performance units. Once the ownership requirement is met, thedirector must continue to hold at least that number of shares until leaving the Board.

GENERAL PROVISIONS

Because executive officers and directors must retain at least 75% of the net shares received from any exercise of stockoptions, vesting of restricted stock or restricted stock units and payout of performance units until they satisfy theapplicable ownership requirement, there is no set time period for initial satisfaction of the Stock Ownership andRetention Guidelines. In the case of financial hardship or other unusual situations, the ownership requirements may bewaived upon the approval of the Compensation Committee and, in the case of executive officers, the Chief ExecutiveOfficer.

In August 2017, the Board, upon the recommendation of our Compensation Committee, approved a modification to the“net shares” definition to expand the meaning to encompass both withholding taxes and any other applicable taxes.Such modification provides our executive officers with the ability to sell additional shares as may be necessary to fundtheir anticipated tax liability based on their individual tax situation. For stock options, “net shares” means the numberof shares of Common Stock received upon exercise of the option, net of any shares used to pay the exercise price and/or applicable taxes upon such exercise. For restricted stock, restricted stock units and performance units, “net shares”means the number of shares received upon the vesting of the restricted stock or restricted stock units or the payout ofthe performance units, as applicable, net of any shares used to pay applicable taxes upon such vesting.

In addition to shares owned directly by an executive officer or a director, the Stock Ownership and Retention Guidelinesprovide that shares held in a trust, shares held by immediate family members residing in the same household, sharesheld in qualified plans, vested shares or share units held in nonqualified plans and unvested time-based restricted stockor restricted stock units will be counted toward satisfaction of the applicable ownership requirement. Shares held by anexecutive officer or a director in a margin account or otherwise pledged by an executive officer or a director ascollateral for a loan will not be counted toward satisfaction of the applicable ownership requirement. As of the date ofthis Proxy Statement, none of the Company’s executive officers or directors has pledged any shares of Common Stock.


SECURITY OWNERSHIP OFCERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership as of April 9, 2018 (except as otherwise indicated by footnote)by: (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of ourCommon Stock (constituting our only class of voting securities); (ii) each of the Company’s directors and directornominees; (iii) each of the Company’s NEOs included in the “2017 Summary Compensation Table” above; and (iv) all ofthe Company’s directors and executive officers as a group. The number of shares of Common Stock beneficially ownedby our directors and executive officers includes shares that such persons have the right to acquire within 60 days ofApril 9, 2018, including through the exercise of stock options as shown in the second table below. Except as otherwiseindicated by footnote, each person has sole voting power and sole dispositive power with respect to the shares shownin the table.

NAME AND ADDRESS OF BENEFICIAL OWNER

AMOUNT AND NATURE

OF BENEFICIAL OWNERSHIP

PERCENT OF CLASS

BENEFICIALLY OWNED (1)

Nelson Peltz (2) 49,818,107 (3)(4)(5) 20.8%

Peter W. May (2) 49,611,028 (3)(4)(5) 20.7%

Edward P. Garden (2) 34,276,286 (4)(5) 14.3%

Trian Fund Management, L.P. (2) 34,035,921 (5) 14.2%

The Vanguard Group (6) 15,060,913 (6) 6.3%

BlackRock, Inc. (7) 14,682,416 (7) 6.1%

Dimensional Fund Advisors LP (8) 12,720,505 (8) 5.3%

Eminence Capital, LP (9) 12,101,840 (9) 5.0%

Emil J. Brolick 3,510,746 (10) 1.4%

Kristin A. Dolan 6,259 (11) *

Kenneth W. Gilbert 6,510 (12) *

Dennis M. Kass 18,682 (13) *

Joseph A. Levato 149,356 (14) *

Michelle J. Mathews-Spradlin 24,036 (15) *

Matthew H. Peltz (2) 360,751 (16) *

Todd A. Penegor 1,276,073 (17) *

Peter H. Rothschild 116,167 (18) *

Arthur B. Winkleblack 14,687 (19) *

Kurt A. Kane 153,772 (20) *

Gunther Plosch 84,056 (21) *

Robert D. Wright 426,839 (22) *

E. J. Wunsch 12,332 (23) *

Directors and executive officers as a group (21 persons) 56,546,103 23.1%

* Less than 1% of the outstanding shares of our Common Stock.

(1) All percentages are based upon the number of shares of our Common Stock that were outstanding on April 9,2018 (239,924,148).

(2) The principal business address of Nelson Peltz, Peter May, Edward Garden, Matthew Peltz and Trian FundManagement, L.P. (“Trian Partners”) is 280 Park Avenue, 41st Floor, New York, New York 10017.


(3) In July 2004, Nelson Peltz and Peter May entered into a voting agreement pursuant to which they agreed not tovote certain shares of Common Stock held by them or their affiliates without the prior approval of both parties.Accordingly, the information set forth in the table above with respect to Messrs. Peltz and May aggregates theirrespective ownership interests as described in footnote (4) below.

(4) In the case of Nelson Peltz, includes: (i) 9,893,461 shares of Common Stock held directly (including 6,510 restrictedshares of Common Stock that may be voted by Mr. Peltz); (ii) options held by Mr. Peltz to purchase 12,000 sharesof Common Stock; (iii) 44,169 shares of Common Stock owned by Mr. Peltz’s spouse; (iv) 81,494 shares ofCommon Stock owned by Mr. Peltz’s minor children and adult children that live in his household; (v) 132,397shares of Common Stock held by the Peltz 2009 Family Trust, a trust whose trustees are Mr. Peltz’s spouse,Matthew Peltz and an unrelated person; ; (vi) 195,430 shares of Common Stock owned by the Peltz FamilyFoundation, a non-profit organization whose trustees are Mr. Peltz, Mr. Peltz’s spouse, Matthew Peltz and anunrelated person; (vii) 5,411,235 shares of Common Stock held directly by Mr. May (including 6,510 restrictedshares of Common Stock that may be voted by Mr. May); (viii) options held by Mr. May to purchase 12,000 sharesof Common Stock; and (ix) 34,035,921 shares of Common Stock owned by the Trian Entities identified in footnote(5) below. Mr. Peltz disclaims beneficial ownership of the shares of Common Stock held by Mr. Peltz’s spouse,Mr. Peltz’s children, the Peltz 2009 Family Trust, the Peltz Family Foundation, Mr. May and the Trian Entities.

In the case of Mr. May, includes: (i) 5,411,235 shares of Common stock held directly (including 6,510 restrictedshares of Common Stock that may be voted by Mr. May); (ii) options held by Mr. May to purchase 12,000 sharesof Common Stock; (iii) 32,910 shares of Common Stock owned by the May Family Foundation, a non-profitorganization whose trustees are Mr. May, Mr. May’s spouse and their two adult children; (iv) 9,893,461 shares ofCommon Stock held directly by Mr. Peltz (including 6,510 restricted shares of Common Stock that may be votedby Mr. Peltz); (v) options held by Mr. Peltz to purchase 12,000 shares of Common Stock; (vi) 81,104 shares ofCommon Stock owned by Mr. Peltz’s minor children; (vii) 132,397 shares of Common Stock held by the Peltz 2009Family Trust; and (viii) 34,035,921 shares of Common Stock owned by the Trian Entities identified in footnote(5) below. Mr. May disclaims beneficial ownership of the shares of Common Stock held by the May FamilyFoundation, Mr. Peltz, the Peltz 2009 Family Trust, Mr. Peltz’s minor children and the Trian Entities.

In the case of Mr. Garden, includes (i) 240,365 shares of Common Stock held directly and (ii) 34,035,921 shares ofCommon Stock owned by the Trian Entities identified in footnote (5) below. Mr. Garden disclaims beneficialownership of the shares of Common Stock held by the Trian Entities.

(5) Based on: (i) information contained in a Schedule 13D/A filed with the SEC on February 27, 2018 by Trian Partners,Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners StrategicFund-G II, L.P., Trian Partners Strategic Fund-G III, L.P., Trian Partners Strategic Fund-K, L.P., Trian PartnersStrategic Fund-C, Ltd., Trian Partners GP, L.P. ( the foregoing entities collectively, the “Trian Entities”), Trian FundManagement GP, LLC (“Trian Management GP”), Trian Partners General Partner, LLC (“Trian GP LLC”), NelsonPeltz, Peter May, Edward Garden and Matthew Peltz; (ii) information contained in Form 4s filed by the TrianEntities and by Messrs. N. Peltz, May, Garden and M. Peltz on or subsequent to February 27, 2018; and(iii) information provided to the Company by Trian Partners.

34,023,123 shares are owned directly by certain Trian Entities that are managed by Trian Partners, aninstitutional investment manager (and are not held directly by Messrs. N. Peltz, May or Garden). Such shares arecurrently held in the ordinary course of business with other investment securities owned by the Trian Entities incomingled margin accounts with a prime broker, which prime broker may, from time to time, extend margincredit to certain of the Trian Entities, subject to applicable federal margin regulations, stock exchange rules andcredit policies. Messrs. N. Peltz, May and Garden, by virtue of their relationships to the Trian Entities, TrianPartners, Trian Management GP and Trian GP LLC, may be deemed to beneficially own (as that term is defined inRule 13d-3 of the Exchange Act) the shares of our Common Stock that are owned by the Trian Entities. Messrs. N.Peltz, May and Garden disclaim ownership of such shares for all other purposes.

(6) Based solely on information contained in a Schedule 13G/A filed with the SEC on February 9, 2018 by TheVanguard Group. According to the Schedule 13G/A, The Vanguard Group has sole voting power over 101,500shares of Common Stock, shared voting power over 28,389 shares of Common Stock, sole dispositive power over14,945,535 shares of Common Stock and shared dispositive power over 115,378 shares of Common Stock. Theprincipal business address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.


(7) Based solely on information contained in a Schedule 13G/A filed with the SEC on January 23, 2018 by BlackRock,Inc. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power over 13,992,865 shares of CommonStock and sole dispositive power over 14,682,416 shares of Common Stock. The principal business address ofBlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(8) Based solely on information contained in a Schedule 13G/A filed with the SEC on February 5, 2018 by DimensionalFund Advisors LP. According to the Schedule 13G/A, Dimensional Fund Advisors LP has sole voting power over12,211,900 shares of Common Stock and sole dispositive power over 12,720,505 shares of Common Stock. Theprincipal business address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas78746.

(9) Based solely on information contained in a Schedule 13G filed with the SEC on February 23, 2018 by EminenceCapital, LP. According to the Schedule 13G, Eminence Capital, LP has shared voting and dispositive power over12,101,840 shares of Common Stock. The principal business address of Eminence Capital, LP is 65 East 55th Street,25th Floor, New York, New York 10022.

(10) Includes 6,510 restricted shares of Common Stock that may be voted by Mr. Brolick.

(11) Reflects 6,259 restricted shares of Common Stock that may be voted by Ms. Dolan.

(12) Reflects 6,510 restricted shares of Common Stock that may be voted by Mr. Gilbert.

(13) Includes 6,510 restricted shares of Common Stock that may be voted by Mr. Kass.

(14) Includes 124,812 restricted stock units held by Mr. Levato under the 2009 Directors’ Deferred Compensation Plan,each of which represents a contingent right to receive one share of Common Stock.

(15) Includes 6,510 restricted shares of Common Stock that may be voted by Ms. Mathews-Spradlin.

(16) Includes: (i) 32,924 shares of Common Stock held directly (including 6,510 restricted shares that may be voted byMr. M. Peltz); (ii) 132,397 shares held by the Peltz 2009 Family Trust (of which Mr. Peltz is a trustee); and(iii) 195,430 shares held by the Peltz Family Foundation (of which Mr. Peltz is a trustee). Mr. Peltz disclaimsbeneficial ownership of the shares owned by the Peltz 2009 Family Trust and the Peltz Family Foundation.

(17) Does not include 62,524 restricted stock units held by Mr. Penegor, each of which represents a contingent right toreceive one share of Common Stock.

(18) Includes 6,510 restricted shares of Common Stock that may be voted by Mr. Rothschild.

(19) Includes 6,510 restricted shares of Common Stock that may be voted by Mr. Winkleblack.

(20) Does not include 42,244 restricted stock units held by Mr. Kane, each of which represents a contingent right toreceive one share of Common Stock.

(21) Does not include 91,313 restricted stock units held by Mr. Plosch, each of which represents a contingent right toreceive one share of Common Stock.

(22) Does not include 62,524 restricted stock units held by Mr. Wright, each of which represents a contingent right toreceive one share of Common Stock.

(23) Does not include 47,753 restricted stock units held by Mr. Wunsch, each of which represents a contingent right toreceive one share of Common Stock.


The beneficial ownership table above includes shares of Common Stock issuable upon the exercise of stock options thatare exercisable as of, or will become exercisable within 60 days of, April 9, 2018 by the persons identified in thefollowing table.

NAME OF BENEFICIAL OWNER

NUMBER OF SHARES

REPRESENTED BY OPTIONS

Nelson Peltz 12,000

Peter W. May 12,000

Emil J. Brolick 2,348,191

Kristin A. Dolan —

Kenneth W. Gilbert —

Dennis M. Kass —

Joseph A. Levato —

Michelle J. Mathews-Spradlin —

Matthew H. Peltz —

Todd A. Penegor 976,199

Peter H. Rothschild —

Arthur B. Winkleblack —

Kurt A. Kane 153,772

Gunther Plosch 59,056

Robert D. Wright 350,072

E. J. Wunsch —

Directors and executive officers as a group (21 persons) 4,661,608

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own morethan 10% of our Common Stock, to report their beneficial ownership of our Common Stock, and any subsequentchanges in their beneficial ownership, to the SEC. Specific due dates for these reports have been established by the SEC,and the Company is required to disclose in this Proxy Statement any late report or known failure to file a requiredreport during the most recent fiscal year. The Company assists our directors and executive officers in completing andfiling their reports. Based solely on a review of the reports furnished to the Company and written representations thatno other reports were required, the Company believes that, during 2017, all directors, executive officers and greaterthan 10% stockholders complied with all Section 16(a) filing requirements, except that (i) on behalf of Ms. Pringle, anamendment to Form 3 reporting the direct beneficial ownership of Common Stock held by Ms. Pringle was filed by theCompany on June 6, 2017 and (ii) on behalf of Ms. Burnside, an amendment to Form 3 reporting the direct beneficialownership of Common Stock held by Ms. Burnside was filed by the Company on March 2, 2018.


EQUITY COMPENSATION PLAN INFORMATION

The following table provides information concerning the Company’s equity compensation plans as of the end of 2017.The 2010 Omnibus Award Plan is currently the only equity compensation plan under which future equity awards may begranted.

PLAN CATEGORY

NUMBER OF SECURITIES TO BE

ISSUED UPON EXERCISE OF

OUTSTANDING OPTIONS,WARRANTS AND RIGHTS

(a)

WEIGHTED-AVERAGE

EXERCISE PRICE OF

OUTSTANDING OPTIONS,WARRANTS AND RIGHTS

(b)

NUMBER OF SECURITIES

REMAINING AVAILABLE FOR

FUTURE ISSUANCE UNDER

EQUITY COMPENSATION PLANS

(EXCLUDING SECURITIES

REFLECTED IN COLUMN (a))(c)

Equity compensation plans

approved by security holders (1)

17,264,327 Options $9.58 30,193,318 (2)

614,840 Performance Units (3) —

1,069,668 Performance Units (4) —

518,892 Performance Units (5) —

Equity compensation plans not

approved by security holders (6)60,959 Options $4.44 —

Total 17,325,286 Options $9.56 30,193,318 (2)

614,840 Performance Units (3)

1,069,668 Performance Units (4)

518,892 Performance Units (5)

(1) Includes the 2010 Omnibus Award Plan and the Company’s Amended and Restated 2002 Equity Participation Plan(the “2002 Equity Plan”).

The 2010 Omnibus Award Plan provides for the issuance of stock options, stock appreciation rights, restricted stockawards, restricted stock units, other stock-based awards and performance compensation awards to employees,officers and non-employee directors of the Company and its subsidiaries and affiliates. The 2010 Omnibus AwardPlan also permits non-employee directors to elect to receive all or a portion of their director fees in shares ofCommon Stock in lieu of cash. Under the terms of the 2010 Omnibus Award Plan, (i) shares of Common Stocksubject to awards of stock options or stock appreciation rights are counted against the maximum share limit as oneshare of Common Stock for each share of Common Stock granted and (ii) shares of Common Stock subject toawards other than stock options or stock appreciation rights are counted against the maximum share limit as 2.5shares of Common Stock for each share of Common Stock granted.

The 2002 Equity Plan provided for the issuance of stock options, stock appreciation rights, restricted stock andrestricted stock units to officers, employees and non-employee directors of the Company and its subsidiaries andaffiliates. The 2002 Equity Plan also permitted non-employee directors to elect to receive all or a portion of theirdirector fees in shares of Common Stock in lieu of cash. As of December 31, 2017, options to acquire 36,000 sharesof Common Stock were outstanding under the 2002 Equity Plan. No further awards may be granted under the 2002Equity Plan.

(2) Represents the aggregate number of shares available for future issuance under the 2010 Omnibus Award Plan.

(3) Each performance unit represents the right to receive one share of Common Stock subject to the Company’sachievement of two performance goals based on adjusted earnings per share and restaurant openings andremodels during a three-year performance period (January 2, 2017 through December 29, 2019). The number ofshares shown as being issuable is based on achieving maximum levels of performance with respect to theseawards.

(4) Each performance unit represents the right to receive one share of Common Stock subject to the Company’sachievement of two performance goals based on adjusted earnings per share and relative total stockholder returnduring a three-year performance period (January 4, 2016 through December 30, 2018). The number of sharesshown as being issuable is based on achieving maximum levels of performance with respect to these awards.


(5) Each performance unit represents the right to receive one share of Common Stock subject to the Company’sachievement of a performance goal based on adjusted earnings per share during a three-year performance period(December 29, 2014 through December 31, 2017). The number of shares shown as being issuable is based onachieving maximum levels of performance with respect to these awards.

(6) Reflects awards issued under the Wendy’s International 2007 Stock Incentive Plan (the “Wendy’s 2007 StockPlan”). In connection with the Company’s merger with Wendy’s International in September 2008, the Companyassumed certain equity compensation plans of Wendy’s International, including the Wendy’s 2007 Stock Plan. TheWendy’s 2007 Stock Plan had been approved by the shareholders of Wendy’s International prior to the merger.The Wendy’s 2007 Stock Plan provided for the issuance of equity compensation awards in the form of stockoptions, restricted stock, restricted stock units, stock appreciation rights, dividend equivalent rights, performanceshares, performance units and share awards to eligible employees and non-employee directors of Wendy’sInternational and its subsidiaries. As of December 31, 2017, options to acquire 60,959 shares of Common Stockwere outstanding under the Wendy’s 2007 Stock Plan. No further awards may be granted under the Wendy’s 2007Stock Plan.


CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS

Pursuant to its written charter, the Audit Committee has responsibility for the review and approval or ratification of allrelated person transactions involving more than $10,000, using appropriate counsel or other advisors as the Committeemay deem necessary.

The Company adopted the Related Person Transactions Policy (the “RPT Policy”) which sets forth in writing theprocedures for the Audit Committee’s review, approval and ratification of related person transactions. The RPT Policydefines a “related person transaction” as any transaction, arrangement or relationship (or any series of similartransactions, arrangements or relationships) in which the Company or any of its subsidiaries was, is or will be aparticipant and in which any related person had, has or will have a direct or indirect interest and which involves morethan $10,000. A “related person” is defined as any director, director nominee or officer of the Company, any personwho is known to beneficially own more than 5% of the Company’s voting securities, any immediate family member ofany of the foregoing persons and any entity in which any of the foregoing persons is employed, is a director, trustee,general partner or principal or holds a similar position or has a 10% or greater beneficial ownership interest. TheCompany’s legal department is primarily responsible for obtaining information from the applicable related person withrespect to a proposed related person transaction and for determining, based on the relevant facts and circumstances,whether the transaction is subject to the RPT Policy. If the transaction is subject to the RPT Policy, the legal departmentthen presents information concerning the transaction to the Audit Committee for review and consideration.

In the course of its review of a proposed related person transaction, the Audit Committee will consider all relevant factsand circumstances, including: (i) the benefits of the transaction to the Company; (ii) the impact of the transaction on theindependence of the Company’s directors; (iii) the availability of other sources for comparable products or services;(iv) the terms of the transaction; (v) the terms available to unrelated third parties or to employees generally; and(vi) other facts and circumstances that may bear on the materiality of the transaction under applicable legal andregulatory requirements. The Audit Committee may seek bids, quotes or independent valuations from third parties inconnection with assessing any proposed related person transaction.

Pursuant to the RPT Policy, the Audit Committee will approve only those related person transactions that are in, or areconsistent with, the best interests of the Company and its stockholders, as the Committee determines in good faith. If aproposed related person transaction involves any member of the Audit Committee (or an immediate family member ofany Audit Committee member), such member would not participate in the review, consideration, approval orratification of the proposed transaction.

RELATED PERSON TRANSACTIONS

On December 1, 2011, the Company entered into an agreement with Trian Partners and certain of its affiliates, includingNelson Peltz, Peter May and Edward Garden (collectively, the “Covered Persons”). Pursuant to the agreement, theBoard of Directors, including a majority of the independent directors, approved, for purposes of Section 203 of theDelaware General Corporation Law, the Covered Persons becoming the owners of or acquiring an aggregate of up to32.5% (subject to certain adjustments set forth in the agreement) of the outstanding shares of our Common Stock, suchthat no such persons would be subject to the restrictions set forth in Section 203 solely as a result of such ownership.Certain other provisions of the agreement terminated when the Covered Persons’ beneficial ownership of theCompany’s Common Stock decreased to less than 25% of the outstanding voting power of the Company in January2014.

The related person transaction described above was reviewed and approved by the Audit Committee in accordancewith the terms of its written charter and the RPT Policy.


AUDIT COMMITTEE REPORT*

In accordance with its written charter, the Audit Committee oversees the accounting and financial reporting processesof the Company and the audits of the Company’s financial statements, and assists the Board of Directors in its oversightof the accounting, audit and financial reporting practices of the Company. The Audit Committee is composed of fourmembers who satisfy the independence and financial literacy requirements of NASDAQ and Section 10A of theExchange Act. The Company’s management is responsible for the Company’s financial reporting process and forpreparing the Company’s financial statements, and the Company’s outside auditors are responsible for performing anindependent audit of such financial statements in accordance with the standards of the Public Company AccountingOversight Board (United States) and for issuing a report thereon. The members of the Audit Committee are notprofessionally engaged in the practice of accounting or auditing. The Audit Committee relies, without independentverification, on the information provided to the Committee and on the representations made by management and theindependent registered public accounting firm that the Company’s financial statements have been prepared inconformity with U.S. Generally Accepted Accounting Principles.

In performing its oversight function, the Audit Committee reviewed and discussed the audited consolidated financialstatements of the Company as of and for the fiscal year ended December 31, 2017 with management and Deloitte &Touche LLP, the Company’s independent registered public accounting firm. The Audit Committee also discussed withDeloitte & Touche LLP all matters required to be discussed by PCAOB Auditing Standard No. 16, Communications withAudit Committees. In addition, the Audit Committee, with and without management present, reviewed and discussedthe results of Deloitte & Touche LLP’s examination of the Company’s financial statements.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, management is required to prepare a report as to itsassessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017, andDeloitte & Touche LLP is required to prepare an attestation report with respect to the effectiveness of the Company’sinternal control over financial reporting. The Audit Committee reviewed and discussed with management its reportregarding its assessment of the effectiveness of the Company’s internal control over financial reporting as ofDecember 31, 2017, and reviewed and discussed with Deloitte & Touche LLP its report as to the effectiveness of theCompany’s internal control over financial reporting. Management’s report and Deloitte & Touche LLP’s report are eachincluded in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

The Audit Committee received from Deloitte & Touche LLP a written statement regarding all relationships betweenDeloitte & Touche LLP and the Company that might bear on Deloitte & Touche LLP’s independence, consistent withapplicable requirements of the Public Company Accounting Oversight Board regarding an independent accountant’scommunications with the Audit Committee concerning independence. The Audit Committee discussed with Deloitte &Touche LLP any relationships that may have an impact on their objectivity and independence and satisfied itself as toDeloitte & Touche LLP’s independence. The Audit Committee also considered whether the provision of services byDeloitte & Touche LLP to the Company not related to the audit of the Company’s annual financial statements referredto above or to the reviews of the interim financial statements included in the Company’s quarterly reports on Form10-Q is compatible with maintaining Deloitte & Touche LLP’s independence.

Based on the above-mentioned review and discussions with management and Deloitte & Touche LLP, and subject to thelimitations on the role of the Audit Committee and the Audit Committee’s responsibilities described above and in theAudit Committee’s written charter, the Audit Committee recommended to the Board of Directors that the Company’saudited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal yearended December 31, 2017.

The Audit Committee:

Arthur B. Winkleblack, ChairDennis M. KassJoseph A. LevatoPeter H. Rothschild

* This Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by referenceinto any Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, exceptto the extent the Company specifically incorporates this Audit Committee Report by reference into such other filing.


PROPOSAL 2RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Audit Committee has determined to appoint Deloitte & Touche LLP (“Deloitte”) as the Company’s independentregistered public accounting firm to examine the consolidated financial statements of the Company and its subsidiariesfor 2018. The Company’s stockholders are being asked to ratify the appointment of Deloitte at the Annual Meeting. Inaccordance with its written charter, the Audit Committee assists the Board of Directors in fulfilling its responsibilityrelating to the engagement of the independent registered public accounting firm and the evaluation of such firm’squalifications, independence and performance.

A representative of Deloitte is expected to be present at the Annual Meeting and will have the opportunity to make astatement and to respond to appropriate questions. If the appointment of Deloitte is not ratified at the Annual Meeting,the Audit Committee may consider, in its sole discretion, the selection of another accounting firm.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The following table shows the fees billed (or expected to be billed) for professional services rendered by Deloitte for theaudit of the Company’s annual financial statements for the fiscal years ended December 31, 2017 and January 1, 2017,and for other services rendered by Deloitte during 2017 and 2016.

FEE CATEGORY 2017 2016

Audit Fees (1) $2,628,116 $2,470,735

Tax and Tax-Related Fees (2) 14,892 29,841

All Other Fees (3) 4,074 4,085

Total $2,647,082 $2,504,661

(1) For both 2017 and 2016, includes fees associated with the integrated audit of the Company’s annual financialstatements (including the audit of internal control over financial reporting), the review of the Company’s interimfinancial statements included in the Company’s quarterly reports on Form 10-Q, stand-alone audits of certain of theCompany’s subsidiaries, statutory audits required internationally and fees associated with audits of the Company’sSystem Optimization strategic initiative. For 2017, also includes fees associated with the refinancing transactioncompleted in January 2018, compliance with new revenue recognition guidance and the impact of tax reform.

(2) For both 2017 and 2016, includes fees for professional services related to tax compliance, tax advice and taxplanning, including the preparation of international income tax returns.

(3) For both 2017 and 2016, includes the Company’s subscription to Deloitte’s online library of accounting andfinancial disclosure literature.

As discussed above under the caption “Audit Committee Report,” during 2017, the Audit Committee: (i) discussed withDeloitte any relationships that may have an impact on Deloitte’s objectivity and independence; (ii) satisfied itself as toDeloitte’s independence; and (iii) considered whether the provision of services by Deloitte that were not related to theaudit of the Company’s annual financial statements or to the reviews of the Company’s interim financial statementsincluded in the Company’s quarterly reports on Form 10-Q was compatible with maintaining Deloitte’s independence.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee adopted the Policy Relating to Pre-Approval of Audit and Permitted Non-Audit Services (the“Pre-Approval Policy”) that requires the Committee to pre-approve all services provided by the Company’s independentregistered public accounting firm to the Company and its subsidiaries. In general, predictable and recurring coveredservices, together with the related fees, may be approved by the Audit Committee on an annual basis. Pre-approval insuch circumstances will generally be by reference to classes of covered services, provided that the pre-approval issufficiently detailed to identify the scope of services to be provided. The Pre-Approval Policy sets forth a list of coveredservices that may be pre-approved by class on an annual basis. Covered services that are not pre-approved by classmust be pre-approved on an individual basis by the Audit Committee.


Under the Pre-Approval Policy, any engagement of the independent registered public accounting firm to performpre-approved “tax” or “all other” services must be reported by management to the Audit Committee at its firstscheduled meeting following the engagement. The total payments that may be made with respect to “tax” or “all other”services that have been pre-approved by class may not exceed $200,000 per year. Once the $200,000 threshold hasbeen met in any year, any additional “tax” or “all other” services (including any additional payments for “tax” or “allother” services that were previously pre-approved) must be pre-approved on an individual basis unless otherwiseauthorized by the Audit Committee.

Pursuant to the Pre-Approval Policy, the Audit Committee will establish fee levels or limits for covered services that arepre-approved on a class basis not less frequently than annually. Any covered services for which the estimated feeswould cause the total fees for that class of services to exceed the applicable fee limit must be specifically approved bythe Audit Committee. For services that are approved by the Audit Committee on an individual basis, the Committee willindicate an approval fee level or limit at the time of approval. The Audit Committee periodically reviews a scheduleprepared by management showing the fees paid and estimated to be paid to the independent registered publicaccounting firm during the fiscal year for each covered service that was or is being provided by the firm.

The Pre-Approval Policy permits the Audit Committee to delegate pre-approval authority to one or more of itsmembers, provided that (i) the aggregate estimated fees for any covered service approved by delegates may not exceed$100,000 for any applicable fiscal year and (ii) the aggregate estimated fees for all covered services approved bydelegates during any fiscal year may not exceed $1.0 million. Any pre-approval granted by delegates must be reportedto the Audit Committee at its next scheduled meeting.

In considering whether to grant pre-approval, the Audit Committee considers the nature and scope of the proposedservice in light of applicable legal and regulatory requirements, including the rules and regulations promulgated by theSEC and the Public Company Accounting Oversight Board with respect to auditor independence. The Audit Committeeretains discretion to prohibit services that, in its view, may compromise, or appear to compromise, the independenceand objectivity of the independent registered public accounting firm.

All of the services provided to the Company by Deloitte during 2017 were pre-approved by the Audit Committee or itsdelegates in accordance with the terms of the Pre-Approval Policy.

REQUIRED VOTE

The affirmative vote of a majority of the shares of Common Stock present (in person or by proxy) and entitled to vote atthe Annual Meeting is required to approve this proposal. Abstentions will have the same effect as votes “against” thisproposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FORRATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS

THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018.


PROPOSAL 3ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION


In accordance with Section 14A of the Exchange Act, we provide our stockholders with the opportunity to cast anannual advisory vote to approve the compensation of our NEOs (also known as a “say-on-pay” vote). We encouragestockholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement, which describes indetail how our 2017 executive compensation program was designed and implemented to achieve our overallcompensation objectives. Stockholders also should review the “2017 Summary Compensation Table” included in thisProxy Statement, as well as the related compensation tables, notes and narrative, which provide detailed informationregarding the compensation of our NEOs for 2017.

Our executive compensation program is designed to support the Company’s business objectives by linking executive payto individual performance, the Company’s attainment of annual and multi-year operating and financial goals and thecreation of long-term stockholder value. The executive compensation program utilizes a variety of sound compensationgovernance practices that support the Company’s commitment to protecting stockholder interests.

The primary objectives of our executive compensation program are to:

• Motivate achievement of the Company’s performance and strategic business goals;

• Attract and retain highly qualified executives by paying competitive compensation levels if performancecommensurate to peers is achieved; and

• Align the interests of executives with those of the Company’s stockholders.

Under our executive compensation program, a substantial portion of the total compensation for senior executives isvariable (i.e., at-risk) and tied to Company performance. During 2017, performance-based incentives constituted themost significant portion of total direct compensation for our Chief Executive Officer (83%) and our other NEOs as agroup (71%). This pay-for-performance philosophy aligns executive pay with the Company’s business objectives andensures that executives are responsive and accountable to stockholder interests.

The primary components of our executive compensation program are described in the table below.

COMPONENT PURPOSE

Base Salary • Attract and retain highly qualified executives by providing a competitive level of fixed cashcompensation that reflects the experience, responsibilities and performance of eachexecutive.

Annual Cash Incentives • Align executive pay with Company performance by motivating and rewarding executives overa one-year period based on the achievement of strategic business objectives.

Long-Term Equity Incentives • Align the interests of executives with the interests of stockholders and retainhighly qualified executives by motivating and rewarding executives to achievemulti-year strategic business objectives.

• Create a direct link between executive pay and the long-term performance of our CommonStock.

Perquisites and Benefits • Provide limited perquisites and benefits, consistent with competitive market practice.

During 2017, the Company reported another year of strong performance and global growth, with our North Americaand International restaurants contributing to our continued strategic and financial progress, as discussed under the“Compensation Discussion and Analysis—2017 Executive Summary” caption in this Proxy Statement. Through our strongoverall operating and financial results, we delivered total stockholder return of 24% in 2017, 96% on a three-year basisand 289% on a five-year basis. At the same time, the overall compensation of our senior executives remainedcompetitive with the market and the restaurant industry, consistent with our executive compensation philosophy.

Notwithstanding strong stockholder support of our executive compensation program, we continue to evaluate ways tofurther strengthen our commitment to best practices in compensation governance. For 2018, for our annual cashincentives, we retained adjusted EBITDA, weighted at 60%, as the key earnings performance metric and maintained the


40% weighting and focus on key growth performance metrics by introducing global systemwide sales, weighted at 20%,as an additional key growth performance metric and by decreasing the weighting of the same-restaurant sales keygrowth performance metric from 40% to 20%. For our long-term equity incentives, we retained the equal weighting ofthe performance unit and stock option components at 50% of grant value for each. For the performance unitcomponent, we also retained relative total stockholder return, weighted at 50%, as a key market performance metricand replaced cumulative three-year adjusted earnings per share, which was weighted at 50%, by adding cumulativethree-year free cash flow, weighted as 50%, as a key earnings performance metric.

We believe our strong results in 2017 are a reflection of our pay-for-performance philosophy and demonstrate that ourexecutive compensation program is effectively designed and continues to serve the best interests of the Company andour stockholders.

After considering the foregoing information, together with the more detailed information regarding our executivecompensation program set forth in this Proxy Statement, the Company proposes that stockholders approve thefollowing resolution:

RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of theCompany’s Named Executive Officers as disclosed pursuant to the compensation disclosure rules of theSecurities and Exchange Commission, including the “Compensation Discussion and Analysis,” the “2017Summary Compensation Table” and the related compensation tables, notes and narrative included in thisProxy Statement for the Company’s 2018 Annual Meeting of Stockholders.

The vote on this resolution is advisory, which means that the vote is not binding on the Company, the Board of Directorsor the Compensation Committee. However, the Board of Directors and Compensation Committee will carefully reviewthe voting results and, to the extent there is a significant vote in favor of or against our executive compensationprogram as described in this Proxy Statement, the Compensation Committee will consider whether to implement, orrecommend to the Board of Directors the implementation of, any modifications to the Company’s compensationprograms and policies in response to such vote.

REQUIRED VOTE

The affirmative vote of a majority of the shares of Common Stock present (in person or by proxy) and entitled to vote atthe Annual Meeting is required to approve this proposal. Abstentions will have the same effect as votes “against” thisproposal. Broker non-votes will not be included in the tabulation of voting results for this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FORAPPROVAL OF THE ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.


OTHER MATTERS

OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING

The Company is not aware of any other matters that are intended to be brought before the Annual Meeting. The proxybeing solicited by the Board of Directors does, however, convey discretionary authority to the persons named as proxiesin the accompanying proxy card to vote on any other matters that may properly come before the Annual Meeting. If anyother matter should properly come before the Annual Meeting, the persons named as proxies will vote the sharesrepresented by properly submitted proxies in accordance with their best judgment, to the extent permitted byapplicable legal and regulatory requirements.

CONTACTING DIRECTORS

If you would like to contact the Board of Directors, the non-management directors as a group or any individual director,you may send an e-mail to [email protected] or write to the Secretary of the Company at our corporateoffices at the address provided under the caption “Contacting the Secretary and Corporate Offices.” Yourcommunication should specify the intended recipient or recipients, and will be forwarded by the Secretary to suchrecipient or recipients. Any communication that relates to the Company’s accounting, internal accounting controls orauditing matters will also be forwarded by the Secretary to the Chair of the Audit Committee.

STOCKHOLDER PROPOSALS FOR 2019 ANNUAL MEETING OF STOCKHOLDERS

Our Certificate of Incorporation and By-Laws provide that, except as otherwise provided by law, only business properlybrought before an annual meeting of stockholders may be conducted at such meeting. To do so, a stockholderproponent and stockholder proposal (including Rule 14a-8 Proposals and Proxy Access Director Nominations) mustsatisfy the applicable eligibility, notice, content, stock ownership and other requirements set forth in our Certificate ofIncorporation and By-Laws. Rule 14a-8 Proposals must additionally meet the applicable requirements of Rule 14a-8 ofthe Exchange Act.

All stockholder proposals must be (i) addressed to the Secretary of the Company and (ii) received by the Company atour corporate offices within the timeframes noted below (the address for our Secretary and corporate offices isprovided below under the caption “Contacting the Secretary and Corporate Offices”). Please note that delivery of anystockholder proposal must be made personally or by mail, and delivery by e-mail, facsimile or other means will notsatisfy the requirements of our Certificate of Incorporation. A stockholder who wishes to submit any business beforethe 2019 annual meeting of stockholders (the “2019 Annual Meeting”) is encouraged to seek independent counselregarding the requirements under our Certificate of Incorporation and By-Laws and SEC rules and regulations, and theCompany reserves the right to forego consideration of any submitted business that is not timely or otherwise does notsatisfy the appropriate requirements.

Bringing Stockholder Proposals Before the 2019 Annual Meeting

Stockholders may submit proposals (including director nominations) for consideration at the 2019 Annual Meeting thatare not Rule 14a-8 Proposals, not Proxy Access Director Nominations and not otherwise intended for inclusion in theCompany’s proxy materials for the 2019 Annual Meeting. To be timely and properly brought before the 2019 AnnualMeeting, any such stockholder proposal must be received by the Company not earlier than February 5, 2019 and notlater than March 7, 2019. However, if the date of the 2019 Annual Meeting occurs more than 30 days before, or morethan 60 days after, June 5, 2019, the Company must receive such stockholder proposals (i) not earlier than 120 calendardays before the 2019 Annual Meeting date and (ii) not later than the later of (a) 90 calendar days before the 2019Annual Meeting date or (b) the tenth day after the date on which we publicly disclose the 2019 Annual Meeting date bymail, in a press release or in a document filed with the SEC.

Stockholder Proposals Intended for Inclusion in 2019 Proxy Materials

Stockholders may submit proposals (other than Proxy Access Director Nominations) under Rule 14a-8 of the ExchangeAct for inclusion in our 2019 proxy materials and consideration at the 2019 Annual Meeting (“Rule 14a-8 Proposals”).Pursuant to Rule 14a-8, to be timely and properly brought before the 2019 Annual Meeting, any Rule 14a-8 Proposalmust be received by the Company not later than the close of business on December 21, 2018. Please note that, as theSEC rules make clear, simply submitting a Rule 14a-8 Proposal does not guarantee that such proposal will be included inour 2019 proxy materials.


Director Nominations Intended for Inclusion in 2019 Proxy Materials (Proxy Access)

In 2016, our stockholders approved amendments to our Certificate of Incorporation to implement “proxy access”procedures for director nominations submitted by stockholders. As provided in more detail in our Certificate ofIncorporation, proxy access permits a stockholder, or a group of up to 25 stockholders, owning 3% or more of theCompany’s outstanding Common Stock continuously for at least three years, to nominate and include in the Company’sproxy materials director nominees constituting up to 20% of our Board of Directors (or 25%, if the number of directorsserving on the Board is less than ten) (“Proxy Access Director Nominations”).

Stockholders may submit Proxy Access Director Nominations for inclusion in our 2019 proxy materials and considerationat the 2019 Annual Meeting. To be timely and brought before the 2019 Annual Meeting, any Proxy Access DirectorNomination must be received by the Company not earlier than November 21, 2018 and not later than December 21,2018. However, if the date of the 2019 Annual Meeting occurs more than 30 days before, or more than 60 days after,June 5, 2019, the Company must receive Proxy Access Director Nominations (i) not earlier than 120 calendar daysbefore the 2019 Annual Meeting date and (ii) not later than the later of (a) 90 calendar days before the 2019 AnnualMeeting date or (b) the tenth day after the date on which we publicly disclose the 2019 Annual Meeting date by mail, ina press release or in a document filed with the SEC.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other nominees follow the practice of “householding” proxy materials. This means that multiplebeneficial owners of our Common Stock who share the same address or household may not receive separate copies of thisProxy Statement, the Notice of Internet Availability or the Company’s 2017 Annual Report to Stockholders. The Companywill promptly deliver separate copies of such documents to stockholders who write or call the Secretary of the Company atour corporate offices and telephone number provided under the caption “Contacting the Secretary and Corporate Offices.”

Stockholders who wish to receive separate copies of the Company’s proxy materials in the future also may call or write tothe Secretary of the Company at the address and telephone number under the caption “Contacting the Secretary andCorporate Offices.” Alternatively, if you and other stockholders of record with whom you share an address currentlyreceive multiple copies of the Company’s proxy materials, or if you hold stock in more than one account and, in either case,you wish to receive only one copy of the Company’s proxy materials for your household, you may contact the Secretary ofthe Company at the address and telephone number under the caption “Contacting the Secretary and Corporate Offices.”

ANNUAL REPORT ON FORM 10-KThe Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 is included in the 2017 AnnualReport to Stockholders that is being delivered, or made available electronically via the Internet, to stockholders withthis Proxy Statement. Additional copies of the 2017 Form 10-K may be obtained free of charge by sending a writtenrequest to the Secretary of the Company at the address provided under the caption “Contacting the Secretary andCorporate Offices.” Copies of the 2017 Form 10-K are also available on our website at www.wendys.com/who-we-are.

CONTACTING THE SECRETARY AND CORPORATE OFFICES

The Secretary of the Company is Mr. E. J. Wunsch. The mailing address and telephone number for our Secretary andcorporate offices are:

The Wendy’s CompanyAttention: Secretary of the Company

One Dave Thomas BoulevardDublin, Ohio 43017-5452Telephone: (614) 764-3100

By Order of the Board of Directors:

E. J. WUNSCHChief Legal Officer and Secretary

Dublin, OhioApril 20, 2018


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ANNEX ANON-GAAP RECONCILIATION AND CALCULATION TABLES

AND DISCLOSURE REGARDING NON-GAAP FINANCIAL MEASURES

The table below shows the specific adjustments applied in calculating adjusted EBITDA for purposes of the Company’s2017 annual incentive plan from the Company’s reported financial results for the fiscal year ended December 31, 2017.Included in the table is a reconciliation of net income to adjusted EBITDA for 2017.

Reconciliation of Net Income to Adjusted EBITDA (2017 Annual Incentive Plan)Twelve Month Period Ended December 31, 2017

(In Thousands; Unaudited)

Net income $194,029

Benefit from income taxes (93,010)

Income before income taxes 101,019

Other income, net (1,617)

Investment income, net (2,703)

Interest expense 118,059

Operating profit 214,758

Plus (less):

Depreciation and amortization 125,687

System optimization losses, net 39,076

Reorganization and realignment costs 22,574

Impairment of long-lived assets 4,097

Adjusted EBITDA $406,192

Plus (less):

Impact from final bonus calculation —

Adjusted EBITDA (2017 Annual Incentive Plan) $406,192

The table below shows the specific financial measures applied in calculating adjusted EBITDA margin from theCompany’s reported financial results for the fiscal year ending December 31, 2017.

Calculation of Adjusted EBITDA MarginTwelve Month Period Ended December 31, 2017


Adjusted EBITDA $406,192

Total revenues $1,223,408

Adjusted EBITDA margin 33.2%

The Wendy’s Company 2018 Proxy Statement A-1

The table below provides a reconciliation of net income and diluted earnings per share to adjusted income and adjustedearnings per share for 2017.

Reconciliation of Net Income and Diluted Earnings Per ShareTo Adjusted Income and Adjusted Earnings Per Share

Twelve Month Period Ended December 31, 2017(In Thousands Except Per Share Amounts; Unaudited)

Net income $194,029

Plus (less):

Depreciation of assets that will be replaced as part of the Image Activation initiative 630

System optimization losses, net 39,076

Reorganization and realignment costs 22,574

Impairment of long-lived assets 4,097

Total adjustments 66,377

Income tax impact on adjustments1 (11,275)

Tax reform (140,379)

Total adjustments, net of income taxes (85,277)

Adjusted income $108,752

Diluted earnings per share $0.77

Total adjustments per share, net of income taxes (0.34)

Adjusted earnings per share $0.43

The table below shows the specific financial measures applied in calculating free cash flow from the Company’s reportedfinancial results for the fiscal years ending December 31, 2017 and January 1, 2017, respectively. Included in the table is areconciliation of the Company’s net cash provided by operating activities to free cash flow for 2017 and 2016.

Reconciliation of Net Cash Provided by Operating Activities to Free Cash FlowTwelve Month Periods Ended December 31, 2017 and January 1, 2017


2017 2016

Net cash provided by operating activities $251,640 188,934

Less:

Capital expenditures 81,710 150,023

Free cash flow $169,930 38,911

DISCLOSURE REGARDING NON-GAAP FINANCIAL MEASURES

The Company uses adjusted EBITDA, adjusted EBITDA margin and adjusted earnings per share, which exclude certainexpenses and benefits, as internal measures of the Company’s business operating performance and as performancemeasures for benchmarking against the Company’s peers and competitors. Adjusted EBITDA, systemwide sales and freecash flow are also used by the Company in establishing performance goals for purposes of executive compensation. For2017, adjusted EBITDA (with certain modifications approved by the Performance Compensation Subcommittee of theCompany’s Board of Directors) was used as a performance metric for the Company’s annual cash incentivecompensation for senior executives, and adjusted earnings per share was used as a performance metric for the

1 The benefit from income taxes on “System optimization losses, net” was $598 for the twelve months ended December 31, 2017.The benefit from income taxes on “System optimization losses, net” includes the impact of non-deductible goodwill disposed of inconnection with our system optimization initiative, adjustments related to prior year tax matters, changes to state deferred taxesand changes to valuation allowances on state net operating loss carryforwards. The benefit from income taxes on all otheradjustments was calculated using an effective tax rate of 39.11% for the year ended December 31, 2017.

A-2 The Wendy’s Company 2018 Proxy Statement

Company’s long-term equity incentive compensation for senior executives. The Company believes adjusted EBITDA,adjusted EBITDA margin, adjusted earnings per share and systemwide sales provide a meaningful perspective of theunderlying operating performance of the Company’s current business and enables investors to better understand andevaluate the Company’s historical and prospective operating performance. Free cash flow is a non-GAAP financialmeasure that is used by the Company as an internal measure of liquidity. The Company believes that free cash flow is animportant liquidity measure because it communicates how much cash flow is available for working capital needs or tobe used for repurchasing shares, paying dividends, repaying or refinancing debt, financing possible acquisitions orinvestments or other uses of cash. Adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share, free cashflow and systemwide sales are not recognized terms under GAAP, and the Company’s presentation of these non-GAAPfinancial measures in this Proxy Statement does not replace the presentation of the Company’s financial results inaccordance with GAAP. Because all companies do not calculate adjusted EBITDA, adjusted EBITDA margin, adjustedearnings per share, free cash flow and systemwide sales (and similarly titled financial measures) in the same way, thosemeasures as used by other companies may not be consistent with the way The Wendy’s Company calculates suchmeasures. Adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share, free cash flow and systemwide salesshould not be construed as substitutes for, or as better indicators of, the Company’s performance than the most directlycomparable GAAP financial measures.

The Wendy’s Company 2018 Proxy Statement A-3

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